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 ~~September~~December 3031, 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 ~~September~~December 3031, 2025.

Table of Contents

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 ~~September~~December 3031, 2025 and 2024 Statements of Comprehensive Income for the Quarters Ended ~~September~~December 3031, 2025 and 2024 Statements of Income for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2025 and 2024 Statements of Comprehensive Income for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2025 and 2024 Statements of Shareholders’ Equity for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2025 Statements of Shareholders’ Equity for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2024 Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~September~~December 3031, 2025 and 2024 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) Sept. 30, 2025		March 31, 2025
	(Unaudited) Dec. 31, 2025		March 31, 2025		*
ASSETS
Current assets
Cash and cash equivalents	$	53,~~107~~408,~~481~~531	$	8,036,564
Marketable securities, short-term (amortized cost of $12,597,421 as of September 30, 2025, and $13,730,266 as of March 31, 2025)		12,640,185		13,691,593
Marketable securities, short-term (amortized cost of $17,137,942 as of December 31, 2025, and $13,730,266 as of March 31, 2025)		17,156,488		13,691,593
Accounts receivable, net of allowance for credit losses of $15,000		2,~~440~~483,~~856~~045		3,589,268
Inventories, net		7,~~418~~271,~~843~~798		7,449,083
Prepaid expenses and other assets		1756,~~163,093~~715		433,414
Total current assets		2831,~~770~~076,~~458~~577		33,199,922
Fixed assets
Machinery and equipment		1213,~~783~~834,~~642~~355		11,758,205
Leasehold improvements		2,059,853		1,956,309
		14,843,495		13,714,514
		15,894,208		13,714,514
Less accumulated depreciation and amortization		11,~~902~~996,~~066~~423		11,727,615
Net fixed assets		2,941,429		1,986,899
Fixed assets, net		3,897,785		1,986,899
Deferred tax assets		1722,~~079,733~~602		1,867,069
Marketable securities, long-term (amortized cost of $27,771,414 as of September 30, 2025, and $26,353,692 as of March 31, 2025)		27,844,069		26,304,623
Marketable securities, long-term (amortized cost of $23,310,800 as of December 31, 2025, and $26,353,692 as of March 31, 2025)		23,441,471		26,304,623
Right-of-use asset – operating lease		~~854~~824,~~529~~631		917,349
Total assets	$	6159,~~490~~963,~~218~~066	$	64,275,862
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	~~229~~226,~~526~~856	$	214,691
Accrued payroll and other		~~585~~504,~~395~~710		871,169
Operating lease		~~155~~160,~~800~~413		83,010
Total current liabilities		~~970~~891,~~721~~979		1,168,870
Long-term operating lease liability		~~806~~773,~~542~~996		838,221
Total liabilities		1,~~777~~665,~~263~~975		2,007,091
Shareholders’ equity
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,837,166 issued and outstanding as of September 30, 2025 and March 31, 2025		48,372		48,372
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,837,166 issued and outstanding as of December 31, 2025 and March 31, 2025		48,372		48,372
Additional paid-in capital		19,~~894~~904,~~256~~513		19,821,106
Accumulated other comprehensive income (loss)		90116,~~166~~569		(68,544	)
Retained earnings		3938,~~680~~227,~~161~~637		42,467,837
Total shareholders’ equity		5958,~~712~~297,~~955~~091		62,268,771
Total liabilities and shareholders’ equity	$	6159,~~490~~963,~~218~~066	$	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 September 30,
	Quarter Ended December 31,
	2025		2024
Revenue
Product sales	$	65,~~138~~778,~~772~~674	$	64,~~104~~960,~~433~~488
Contract research and development		~~208~~446,~~220~~102		~~654~~102,~~257~~557
Total revenue, net		6,~~346~~224,~~992~~776		65,~~758~~063,~~690~~045
Cost of sales		1,~~378~~332,~~494~~679		~~947~~797,~~254~~622
Gross profit		4,~~968~~892,~~498~~097		54,~~811~~265,~~436~~423
Expenses
Research and development		~~873~~795,~~470~~585		~~847~~869,~~603~~677
Selling, general, and administrative		~~436~~352,~~919~~136		~~568~~434,~~241~~783
Total expenses		1,~~310~~147,~~389~~721		1,~~415~~304,~~844~~460
Income from operations		3,~~658~~744,~~109~~376		42,~~395~~960,~~592~~963
Interest income		~~484~~461,~~330~~954		~~464~~474,~~429~~180
Other income		~~3,094~~-		-135,057
Income before taxes		4,~~145~~206,~~533~~330		43,~~860~~570,~~021~~200
Provision for income taxes		~~834~~821,~~695~~688		~~833~~521,~~876~~790
Net income	$	3,~~310~~384,~~838~~642	$	43,~~026~~048,~~145~~410
Net income per share – basic	$	0.6870	$	0.8363
Net income per share – diluted	$	0.6870	$	0.8363
Cash dividends declared per common share	$	1.00	$	1.00
Weighted average shares outstanding
Basic		4,837,166		4,~~833~~835,~~855~~262
Diluted		4,839,~~243~~257		4,839,~~291~~124

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Quarter Ended September 30,
	Quarter Ended December 31,
	2025		2024
Net income	$	3,~~310~~384,~~838~~642	$	43,~~026~~048,~~145~~410
Unrealized gain from marketable securities, net of tax		83,348		680,417
Unrealized gain (loss) from marketable securities, net of tax		26,403		(226,848	)
Comprehensive income	$	3,~~394~~411,~~186~~045	$	42,~~706~~821,562

See accompanying notes.

Table of Contents

NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2025		2024
Revenue
Product sales	$	1217,~~047~~826,~~342~~016	$	1217,~~720~~680,~~292~~780
Contract research and development		~~404~~850,~~294~~396		~~821~~924,~~642~~199
Total revenue, net		1218,~~451~~676,~~636~~412		1318,~~541~~604,~~934~~979
Cost of sales		23,~~561~~893,~~017~~696		12,~~922~~720,~~748~~370
Gross profit		914,~~890~~782,~~619~~716		1115,~~619~~884,~~186~~609
Expenses
Research and development		12,~~593~~389,~~701~~286		12,~~726~~595,~~131~~808
Selling, general, and administrative		~~855~~1,~~559~~207,695		1,~~108~~543,~~645~~428
Total expenses		23,~~449~~596,~~260~~981		24,~~834~~139,~~776~~236
Income from operations		711,~~441~~185,~~359~~735		811,~~784~~745,~~410~~373
Interest income		~~982~~1,~~538~~444,492		~~958~~1,~~388~~432,568
Other income		3,905		-135,057
Income before taxes		812,~~427~~634,~~802~~132		913,~~742~~312,~~798~~998
Provision for income taxes		12,~~541~~362,~~146~~834		12,~~619~~140,~~066~~856
Net income	$	610,~~886~~271,~~656~~298	$	811,~~123~~172,~~732~~142
Net income per share – basic	$	12.4212	$	12.6831
Net income per share – diluted	$	12.4212	$	12.6831
Cash dividends declared per common share	$	23.00	$	23.00
Weighted average shares outstanding
Basic		4,837,166		4,~~833~~834,~~766~~382
Diluted		4,839,~~049~~120		4,839,~~145~~247

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2025		2024
Net income	$	610,~~886~~271,~~656~~298	$	811,~~123~~172,~~732~~142
Unrealized gain from marketable securities, net of tax		~~158~~185,~~710~~113		~~709~~482,~~127~~279
Comprehensive income	$	710,~~045~~456,~~366~~411	$	811,~~832~~654,~~859~~421

See accompanying notes.

Table of Contents

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
Comprehensive income:
Unrealized gain on marketable securities, net of tax								83,348						83,348
Net income											3,310,838			3,310,838
Total comprehensive income														3,394,186
Stock-based compensation						66,312								66,312
Cash dividends ($1.00 per share of common stock)											(4,837,166	)		(4,837,166	)
Balance as of September 30, 2025		4,837,166	$	48,372	$	19,894,256	$	90,166		$	39,680,161		$	59,712,955
Comprehensive income:
Unrealized gain on marketable securities, net of tax								26,403						26,403
Net income											3,384,642			3,384,642
Total comprehensive income														3,411,045
Stock-based compensation						10,257								10,257
Cash dividends ($1.00 per share of common stock)											(4,837,166	)		(4,837,166	)
Balance as of December 31, 2025		4,837,166	$	48,372	$	19,904,513	$	116,569		$	38,227,637		$	58,297,091

*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 ($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
Exercise of stock options		344		3		(32	)								(29	)
Comprehensive income:
Unrealized gain on marketable securities, net of tax									680,417						680,417
Net income												4,026,145			4,026,145
Total comprehensive income															4,706,562
Stock-based compensation						105,203									105,203
Cash dividends ($1.00 per share of common stock)												(4,833,676	)		(4,833,676	)
Balance as of September 30, 2024		4,834,020	$	48,340	$	19,678,425		$	(68,510	)	$	45,199,385		$	64,857,640
Exercise of stock options		3,146		32		114,159									114,191
Comprehensive income:
Unrealized loss on marketable securities, net of tax									(226,848	)					(226,848	)
Net income												3,048,410			3,048,410
Total comprehensive income															2,821,562
Stock-based compensation						14,261									14,261
Cash dividends ($1.00 per share of common stock)												(4,835,166	)		(4,835,166	)
Balance as of December 31, 2024		4,837,166	$	48,372	$	19,806,845		$	(295,358	)	$	43,412,629		$	62,972,488

*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.

Table of Contents

NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2025			2024
OPERATING ACTIVITIES
Net income	$	610,~~886~~271,~~656~~298		$	811,~~123~~172,~~732~~142
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		~~174~~268,~~451~~808			~~157~~241,~~601~~816
Bonds discount amortization		(~~175~~255,~~895~~802	)		(~~124~~212,~~135~~554	)
Stock-based compensation		7383,~~150~~407			~~123~~137,~~645~~906
Deferred income taxes		~~742~~1,~~885~~092,621			(~~263~~371,~~556~~436	)
Non-cash operating lease expense (credit)		~~103~~105,~~931~~896			(1563,~~174~~322	)
Changes in operating assets and liabilities:
Accounts receivable		1,~~148~~106,~~412~~223			~~192~~1,~~402~~789,769
Inventories		30177,~~240~~285			(~~259~~629,~~026~~039	)
Prepaid expenses and other assets		(~~729~~323,~~679~~301	)		~~156~~(47,~~116~~132	)
Accounts payable		1412,~~835~~165			4227,~~923~~529
Accrued payroll and other		(~~285~~366,~~774~~459	)		(~~148~~217,~~941~~626	)
Net cash provided by operating activities		712,~~983~~172,~~212~~141			711,~~985~~828,~~587~~053
INVESTING ACTIVITIES
Purchases of fixed assets		(1,128,981	)		(1,125,437	)
Purchases of marketable securities		(10,108,982	)		(11,279,773	)
Purchases of marketable securities		(10,108,982	)		(6,580,140	)
Proceeds from maturities of marketable securities		10,000,000			10,205,000
Proceeds from maturities of marketable securities		10,000,000			2,200,000
Purchases of fixed assets		(2,179,694	)		(1,162,790	)
Net cash used in investing activities		(12,~~237~~288,~~963~~676	)		(52,~~505~~237,~~577~~563	)
FINANCING ACTIVITIES
Payments on exercise of stock options		-			(29	)
Payment of dividends to shareholders		(14,511,498	)		(14,502,518	)
Payment of dividends to shareholders		(9,674,332	)		(9,667,352	)
Net proceeds from exercise of stock options		-			114,162
Net cash used in financing activities		(914,~~674~~511,~~332~~498	)		(914,~~667~~388,~~381~~356	)
Decrease in cash and cash equivalents		(24,~~929~~628,~~083~~033	)		(74,~~187~~797,~~371~~866	)
Cash and cash equivalents at beginning of period		8,036,564			10,283,550
Cash and cash equivalents at end of period	$	53,~~107~~408,~~481~~531		$	35,~~096~~485,~~179~~684
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	1,~~680~~694,~~555~~659		$	12,~~809~~782,~~878~~289

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~~Financial ~~statements~~Statements be read in conjunction with the audited ~~financial~~Financial ~~statements~~Statements and Notes included in our latest Annual Report on Form 10-K for the fiscal year ended March 31, 2025. Sales, expenses, cash flows, assets, and liabilities can and do vary throughout the year, therefore 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 ~~September~~December 3031, 2025, there were no changes to our significant accounting policies or estimates.

NOTE 3. NEW ACCOUNTING STANDARDS NOT YET ADOPTED

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. The guidance allows a practical expedient of assuming current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, which will be for fiscal 2027 for us, with early adoption permitted. We are not currently planning early adoption. Adoption of ASU 2025-05 will result in disclosure changes, however we do not currently expect the adoption to have a material impact on our financial statements.

In November 2024, the 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 is fiscal 2026 for us. The adoption will result in disclosure changes only in our next Annual Report on Form 10-K.

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 September 30,
	Quarter Ended December 31,
	2025	2024
Weighted average common shares outstanding – basic	4,837,166	4,~~833~~835,~~855~~262
Dilutive effect of stock options	2,~~077~~091	53,~~436~~862
Shares used in computing net income per share – diluted	4,839,~~243~~257	4,839,~~291~~124

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2025	2024
Weighted average common shares outstanding – basic	4,837,166	4,~~833~~834,~~766~~382
Dilutive effect of stock options	1,~~883~~954	54,~~379~~865
Shares used in computing net income per share – diluted	4,839,~~049~~120	4,839,~~145~~247

NOTE 5. MARKETABLE SECURITIES

The following table shows the major categories of our marketable securities and their contractual maturities as of ~~September~~December 3031, 2025:

Total

<1 Year

1–3 Years

3–4 Years

Money market funds

42,~~742~~991,~~269~~905

Treasury securities

4,~~727~~731,~~539~~027

Corporate bonds

35,~~756~~866,~~715~~932

1217,~~640~~156,~~185~~488

1614,~~110~~695,~~709~~231

74,~~005~~015,~~821~~213

Total

4543,~~226~~589,~~523~~864

1720,~~382~~148,~~454~~393

2019,~~838~~426,~~248~~258

74,~~005~~015,~~821~~213

Total marketable securities and money market funds represented approximately 7473% of our total assets as of ~~September~~December 3031, 2025. Marketable securities as of ~~September~~December 3031, 2025, had remaining maturities between 16three weeks and 4340 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 $~~400~~382,~~667~~896 as of ~~September~~December 3031, 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 ~~September~~December 3031, 2025, aggregated by credit rating:

Credit Rating		Fair Value
AAA	$	97,~~469~~722,~~808~~932
AA+		3,~~956~~970,~~140~~369
AA		4,~~912~~952,~~125~~313
AA-		13,~~771~~808,~~565~~329
A+		13,~~116~~135,~~885~~921
Total	$	4543,~~226~~589,~~523~~864

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 September 30, 2025						As of March 31, 2025
	As of December 31, 2025						As of March 31, 2025
	Level 1		Level 2		Total		Level 1		Level 2		Total
Money market funds	$	42,~~742~~991,~~269~~905	$	-	$	42,~~742~~991,~~269~~905	$	7,905,042	$	-	$	7,905,042
Treasury securities		-		4,~~727~~731,~~539~~027		4,~~727~~731,~~539~~027		-		4,715,238		4,715,238
Corporate bonds		-		35,~~756~~866,~~715~~932		35,~~756~~866,~~715~~932		-		35,280,978		35,280,978
Total	$	42,~~742~~991,~~269~~905	$	40,~~484~~597,~~254~~959	$	4543,~~226~~589,~~523~~864	$	7,905,042	$	39,996,216	$	47,901,258

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

	As of September 30, 2025									As of March 31, 2025
	As of December 31, 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	$	42,~~742~~991,~~269~~905	$	-	$	-		$	42,~~742~~991,~~269~~905	$	7,905,042	$	-	$	-		$	7,905,042
Treasury securities		4,699,~~770~~812		2731,~~769~~215		-			4,~~727~~731,~~539~~027		4,699,686		15,552		-			4,715,238
Corporate bonds		35,~~669~~748,~~065~~930		~~106~~134,~~357~~856		(1816,~~707~~854	)		35,~~756~~866,~~715~~932		35,384,272		55,858		(159,152	)		35,280,978
Total	$	4543,~~111~~440,~~104~~647	$	~~134~~166,~~126~~071	$	(1816,~~707~~854	)	$	4543,~~226~~589,~~523~~864	$	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 ~~September~~December 3031 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 September 30, 2025
As of December 31, 2025
Corporate bonds	$	~~1,964,850~~-	$	~~(498~~-	)	$	8,~~199~~233,~~095~~807	$	(1816,~~209~~854	)	$	108,~~163~~233,~~945~~807	$	(1816,~~707~~854	)
Total	$	~~1,964,850~~-	$	~~(498~~-	)	$	8,~~199~~233,~~095~~807	$	(1816,~~209~~854	)	$	108,~~163~~233,~~945~~807	$	(1816,~~707~~854	)
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 September 30,
	Quarter Ended December 31,
	2025			2024
Unrealized gain on marketable securities	$	~~106~~33,~~692~~798		$	~~870~~(290,~~990~~384	)
Tax effects		(237,~~344~~395	)		~~(190~~63,~~573~~536	)
Unrealized gain on marketable securities, net of tax	$	83,348		$	680,417
Unrealized gain (loss) on marketable securities, net of tax	$	26,403		$	(226,848	)

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2025			2024
Unrealized gain on marketable securities	$	~~203~~236,~~162~~960		$	~~907~~617,~~741~~665
Tax effects		(4451,~~452~~847	)		(~~198~~135,~~614~~386	)
Unrealized gain on marketable securities, net of tax	$	~~158~~185,~~710~~113		$	~~709~~482,~~127~~279

NOTE 6. INVENTORIES

Inventories are shown in the following table:

		Sept. 30, 2025		March 31, 2025
		Dec. 31, 2025		March 31, 2025
Raw materials	$	1,~~667~~615,~~650~~202	$	1,608,632
Work in process		3,~~326~~222,~~526~~657		3,609,273
Finished goods		2,~~424~~433,~~667~~939		2,231,178
Total inventories	$	7,~~418~~271,~~843~~798	$	7,449,083

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NOTE 7. STOCK-BASED COMPENSATION

Stock-based compensation expense was $6610,~~312~~257 for the ~~second~~third quarter of fiscal 2026, $~~105~~14,~~203~~261 for the ~~second~~third quarter of fiscal 2025, $7383,~~150~~407 for the first ~~six~~nine months of fiscal 2026, and $~~123~~137,~~645~~906 for the first ~~six~~nine months of fiscal 2025. We calculate share-based compensation expense using the Black-Scholes-Merton standard option-pricing model.

	Quarter Ended September 30,			Six Months Ended September 30,
	Quarter Ended December 31,			Nine Months Ended December 31,
	2025		2024	2025		2024
Stock options grant		~~4,000~~-	~~4,000~~-		6,500	6,500
Stock options exercised		-	18,000		-	-9,000

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 ~~September~~December 3031, 2025, federal ~~and state~~ estimated tax overpayments of $~~462~~181,~~533~~860 were included in the balance sheet in “Prepaid expenses and other assets” and a state tax balance due of $809 was included in “Accrued payroll and other.”

We had no unrecognized tax benefits as of ~~September~~December 3031, 2025 and March 31, 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 ~~September~~December 3031, 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 operating 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. Effective November 4, 2024 we executed an Amendment extending our lease, which would have expired March 31, 2026 without the Amendment. Details of our lease are as follows:

	Quarter Ended Sept. 30				Six Months Ended Sept. 30
	Quarter Ended Dec. 31				Nine Months Ended Dec. 31
	2025			2024	2025			2024
Operating lease cost	$	48,214		3744,~~754~~727	$	96144,~~429~~643		75120,~~507~~235
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for leases	$	~~(53~~46,~~751~~249	)	4345,341	$	(738,~~503~~746	)	90136,~~682~~023
Right-of-use assets obtained in exchange for new lease liabilities
Operating lease	$	710,665		710,665	$	710,665		710,665
Remaining lease term		6865 months		1878 months		6865 months		1878 months
Discount rate		7.8%		37.58%		7.8%		37.58%

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The following table shows the maturities of lease liabilities as of ~~September~~December 3031, 2025:

Year Ending March 31,	Operating Lease Liabilities
2026		9246,~~497~~249
2027		172,142
2028		213,284
2029		220,216
2030		227,373
2031		234,762
2032		40,399
Total lease payments		1,~~200~~154,~~673~~425
Imputed lease interest		(~~238~~220,~~331~~016	)
Total lease liabilities	$	~~962~~934,~~342~~409

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 ~~September~~December 3031, 2025. We have not repurchased any of our Common Stock during 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 $2324,~~742~~462 for the ~~second~~third quarter of fiscal 2026, $2122,~~300~~375 for the ~~second~~third quarter of fiscal 2025, $5277,~~575~~037 for the first ~~six~~nine months of fiscal 2026, and $5072,~~067~~442 for the first ~~six~~nine months of fiscal 2025.

NOTE 12. SUBSEQUENT EVENTS

On ~~October~~January 2221, ~~2025~~2026, we announced that our Board of Directors had declared a ~~quarterly~~ cash dividend of $1.00 per share of Common Stock, to be paid ~~November~~on 28February 27, ~~2025~~2026, to shareholders of record as of the close of business on ~~November~~February 32, ~~2025~~2026.

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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 as updated in Part II, Item 1A of this report.

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 ~~September~~December 3031, 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 ~~September~~December 3031, 2025, compared to quarter ended ~~September~~December 3031, 2024

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

	Percentage of Revenue Quarter Ended September 30,				Quarter- to-Quarter
	Percentage of Revenue Quarter Ended December 31,				Quarter- to-Quarter
	2025		2024		Change
Revenue
Product sales	9692.78	%	9098.30	%	016.65	%
Contract research and development	37.32	%	92.70	%	~~(68~~335.20	)%
Total revenue	100.0	%	100.0	%	(622.19	)%
Cost of sales	21.74	%	1415.08	%	4567.51	%
Gross profit	78.36	%	8684.02	%	(14.57	) %
Expenses
Research and development	1312.8	%	1217.52	%	3(8.15	) %
Selling, general, and administrative	65.86	%	8.46	%	(2319.10	)%
Total expenses	2018.64	%	2025.98	%	(712.40	)%
Income from operations	5760.72	%	6558.14	%	~~(16~~26.85	) %
Interest income	7.64	%	6.9.4	%	4(2.36	) %
Other income	~~0.0~~-	%	-2.7	%	-
Income before taxes	6567.36	%	7270.05	%	~~(14~~17.78	)%
Provision for income taxes	13.12	%	1210.43	%	(757.15	) %
Net income	5254.24	%	5960.62	%	~~(16~~11.30	)%

Total revenue for the quarter ended ~~September 30~~December 31, 2025 (the ~~second~~third quarter of fiscal 2026) ~~decreased~~increased 623% compared to the quarter ended ~~September~~December 3031, 2024 (the ~~second~~third quarter of fiscal 2025). The ~~decrease~~increase was due to a 6816% ~~decrease~~increase in ~~contract~~product ~~research~~sales and ~~development revenue, partially offset by~~ a 1335% increase in ~~product~~contract ~~sales~~research and development revenue. The increase in product sales was due to aincreases ~~significant~~in ~~increase~~both indefense ~~nondefense~~and ~~product~~non-defense sales, ~~partially~~as ~~offset~~well byas aincreases ~~decrease~~ in sales tothrough ~~the~~both ~~defense~~direct ~~industry.~~and ~~Defense~~distributor ~~industry sales can be highly variable because of procurement cycles~~channels. The ~~decrease~~increase in contract research and development revenue was due to ~~the~~new ~~timing of revenue recognition and fewer~~ research and development contracts ~~in the quarter ended September 30, 2025 compared to the prior-year quarter~~.

Gross margin for the ~~second~~third quarter of fiscal 2026 was 7879% of revenue compared to 8684% 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. Distributor sales typically have lower gross margin than direct sales.

Total ~~operating~~ expenses decreased 712% for the ~~second~~third quarter of fiscal 2026 compared to the ~~second~~third quarter of fiscal 2025, due to a 39% ~~increase~~decrease in research and development expense and a 2319% decrease in selling, general, and administrative expense. The ~~increase~~decrease in research and development expense was due to ~~increased~~the ~~new~~completion ~~product~~of some of our wafer-level chip scale packaging activities and reassignment 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 reassignment of some selling, general and administrative resources to manufacturing and new product development.

Interest income ~~increased~~decreased 43% due to andecrease ~~increase~~in our marketable securities portfolio as proceeds from bond maturities partially funded dividends and fixed asset purchases. Other income decreased by $135,057, which was primarily from reclaiming precious metals used in ~~interest~~our ~~rates~~manufacturing ~~compared~~process toin the prior -year quarter.

Our effective tax rate, which is the provision for income taxes as a percentage of income before taxes, increased to 20% for the ~~second~~third quarter of fiscal 2026 ~~compared~~from ~~to 17~~15% for the ~~second~~third quarter of fiscal 2025. The increase in our effective tax rate was primarily due to the unfavorable non-cash impact of tax law changes on certain tax deductions this fiscal year. We currently expect a full-year tax rate of 16% to 17% in fiscal 2026 because we expect advanced manufacturing investment tax credits of between $700,000 and $1,000,000 to offset the impact of other tax law changes.

~~The~~We ~~decrease~~currently inexpect ~~net~~a ~~income~~full-year intax ~~the~~rate ~~second quarter~~ of ~~fiscal~~16% ~~2026~~to ~~compared~~17% tofor ~~the~~fiscal ~~prior-year~~2026. ~~quarter~~This ~~was~~expectation ~~primarily~~includes ~~due~~the tounfavorable ~~decreased~~impact ~~revenue,~~of ~~decreased~~tax ~~gross~~law ~~margin,~~changes and anthe ~~increase~~favorable inimpact ~~our~~of ~~effective~~$700,000 ~~tax~~to ~~rate~~$1,000,000 ~~partially~~in ~~offset~~anticipated byadvanced ~~decreased~~manufacturing ~~operating~~investment ~~expenses~~tax ~~and increased interest income~~credits.

The increase in net income in the third quarter of fiscal 2026 compared to the prior-year quarter was primarily due to increased revenue and decreased expenses, partially offset by decreased gross margin, decreased interest and other income, and an increase in our effective tax rate.

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~~Six~~Nine months ended ~~September~~December 3031, 2025, compared to ~~six~~nine months ended ~~September~~December 3031, 2024

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

	Percentage of Revenue Six Months Ended Sept. 30,				Period- to-Period
	Percentage of Revenue Nine Months Ended Dec. 31,				Period- to-Period
	2025		2024		Change
Revenue
Product sales	9695.84	%	9395.90	%	(50.38	)%
Contract research and development	34.26	%	65.10	%	(~~50.~~8.0	)%
Total revenue	100.0	%	100.0	%	(80.14	)%
Cost of sales	20.68	%	14.26	%	3343.21	%
Gross profit	79.42	%	85.84	%	(146.9	) %
Expenses
Research and development	12.8	%	1214.70	%	(78.70	)%
Selling, general, and administrative	6.95	%	8.2	%	(2221.8	)%
Total expenses	19.73	%	2022.92	%	(13.61	)%
Income from operations	59.79	%	6463.92	%	(154.38	) %
Interest income	7.97	%	7.17	%	20.58	%
Other income	0.0	%	-0.7	%	-(97.1	)
Income before taxes	67.6	%	7271.06	%	(~~13.~~5.1	)%
Provision for income taxes	12.36	%	1211.06	%	(810.54	) %
Net income	55.30	%	60.0	%	(148.51	)%

Total revenue for the ~~six~~nine months ended ~~September 30~~December 31, 2025 ~~decreased~~increased 80.4% compared to the ~~six~~nine months ended ~~September~~December 3031, 2024. The ~~decrease~~increase was due to a 50.8% ~~decrease~~increase in product sales, ~~and~~partially aoffset 51by an 8% decrease in contract research and development revenue. The decrease in product sales was primarily due to a decrease in defense industry sales during the six months ended September 30, 2025 compared to the prior-year period. Defense industry sales can be highly variable because of procurement cycles. The decrease in contract research and development revenue was primarily due to the timing of revenue recognition and fewer research and development contracts for the ~~six~~nine months ended ~~September~~December 3031, 2025, compared to the prior-year period.

Gross margin for the first ~~six~~nine months of fiscal 2026 was 79% of revenue, compared to 8685% for the first ~~six~~nine months of fiscal 2025. The decrease in gross margin percentage was due to a less profitable product mix and increased distributor sales for the ~~six~~nine months ended ~~September~~December 3031, 2025, compared to the prior-year period. Distributor sales typically have lower gross margin than direct sales.

Total ~~operating~~ expenses decreased 14by 13% for the first ~~six~~nine months of fiscal 2026 compared to the first ~~six~~nine months of fiscal 2025, due to an 8% decrease in research and development expense and a 2322% decrease in selling, general, and administrative expense. The decrease in research and development expense was due to the completion of some of our wafer-level chip scale packaging activities and reassignment 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 reassignment of some selling, general and administrative resources to manufacturing and new product development.

Our effective tax rate increased to 1819% for the first ~~six~~nine months of fiscal 2026 compared to 1716% for the first ~~six~~nine months of fiscal 2025. The increase in our effective tax rate was primarily due to the non-cash impact of tax law changes on certain tax deductions this fiscal year.

~~The~~Net ~~decrease in net~~ income infor ~~the~~ first ~~six~~nine months of fiscal 2026 ~~compared~~decreased to8% from the prior-year period to $10.3 million, or $2.12 per diluted share. The decrease was primarily due to decreased ~~revenue~~gross margin, decreased ~~gross~~other ~~margin~~income, and an increase in our effective tax rate, partially offset by decreased ~~operating~~ expenses ~~and increased interest income~~.

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Liquidity and Capital Resources

Overview

Cash and cash equivalents were $53,~~107~~408,~~481~~531 as of ~~September~~December 3031, 2025, compared to $8,036,564 as of March 31, 2025. The $24,~~929~~628,~~083~~033 decrease in cash and cash equivalents during the first ~~six~~nine months of fiscal 2026 was due to $12,~~237~~288,~~963~~676 of net cash used in investing activities and $914,~~674~~511,~~332~~498 of cash used in financing activities, partially offset by $712,~~983~~172,~~212~~141 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 periods.

Non-cash operating lease expenses increased by $~~103~~105,~~931~~896 primarily due to our receipt of a $100,000 leasehold improvement allowance.

Accounts receivable decreased by $1,~~148~~106,~~412~~223 during the first ~~six~~nine months of fiscal 2026 primarily due to the timing of customer payments.

~~Prepaid~~Inventories ~~expenses~~decreased ~~and~~by ~~other assets increased~~ $~~729~~177,~~679~~285 ~~primarily~~ due to increased ~~accrued~~product ~~bond interest and a decrease in federal and state taxes due~~sales. The decrease in taxes due was because we deducted previously unamortized research and development expenses in the quarter ended September 30, 2025 as permitted under the Federal budget reconciliation bill enacted July 4, 2025. We expect accelerated deductions of previously unamortized research and development expenses to reduce our cash taxes by approximately $1,000,000 over the three quarters beginning with the quarter ending December 31, 2025.

~~Accrued~~Prepaid ~~payroll~~expenses and other ~~current~~assets ~~liabilities~~increased ~~decreased~~by $~~285~~323,~~774~~301 primarily due to ~~the~~increased ~~payment~~accrued ofbond interest and a decrease in federal and state taxes ~~balance~~due. The decrease in taxes due was because we deducted previously unamortized research and development expenses in the quarter ended December 31, 2025 as permitted under the Federal budget reconciliation bill enacted July 4, 2025. We expect accelerated deductions of previously unamortized research and development expenses to reduce our cash taxes for the full fiscal year ending March 31, ~~2025~~2026 by approximately $1,100,000.

Accrued payroll and other current liabilities decreased by $366,459 primarily due to the payment of federal and state taxes balance due as of March 31, 2025 and decreased accrual for performance-based compensation.

Investing Activities

Cash used by investing activities during the ~~six~~nine months ended ~~September~~December 3031, 2025, consisted of $10,108,982 of marketable securities purchases and $12,~~128~~179,~~981~~694 of fixed asset purchases, partially offset by $10,000,000 in proceeds from maturities of marketable securities. Fixed asset purchases were primarily production equipment. ~~We currently expect an additional $1,000,000 to $1,500,000 of fixed asset purchases in the last six months of the fiscal year to complete a production expansion.~~

Financing Activities

Cash used in financing activities during the ~~six~~nine months ended ~~September~~December 3031, 2025, consisted of $914,~~674~~511,~~332~~498 of cash dividends paid to shareholders.

In addition to cash dividends paid to shareholders in the first ~~half~~nine months of fiscal 2026, on ~~October~~January 2221, ~~2025~~2026, 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 ~~September~~December 3031, 2025, to be paid on ~~November~~February 2827, ~~2025~~2026.

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 ~~September~~December 3031, 2025, our disclosure controls and procedures were effective.

Changes in Internal Controls

During the quarter ended ~~September 30~~December 31, 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. except the following risk factor is added:

Changes in state regulatory requirements may materially and adversely affect our financial condition, results of operations, and cash flows.

Minnesota state legislation effective January 1, 2026 mandates paid leave, which has increased our employment costs and expenses. The provisions may also increase our risk of employee absences. Future changes in state regulatory requirements, such as paid leave, mandatory healthcare coverage, or unemployment insurance, may adversely impact our financial results.

Additionally, the following risk factor is replaced in its entirety by the following to reflect an amendment to our Supplier Partnering Agreement with Abbott Laboratories that extended the term of the Agreement through December 31, 2027:

“We may lose revenue if we are unable to renew customer agreements

We have agreements with certain customers, including a Supplier Partnering Agreement, as amended, with Abbott Laboratories, which expires December 31, 2027. We cannot predict if these agreements will be renewed, or if renewed, under what terms. Although it is possible we could continue to sell products to these customers without formal agreements, an inability to agree on mutually acceptable terms could have a significant adverse impact on our revenue or profitability.”

Item 4. Mine Safety Disclosures.

None.

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Item 6. Exhibits.

Exhibit #	Description
Exhibit # 10	Description Amendment No. 12 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed December 17, 2025).*
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)

*Certain confidential portions redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.

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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)
October 22, 2025		/s/ DANIEL A. BAKER
January 21, 2026		/s/ DANIEL A. BAKER
Date		Daniel A. Baker
		President and Chief Executive Officer
October 22, 2025		/s/ DANIEL NELSON
January 21, 2026		/s/ DANIEL NELSON
Date		Daniel Nelson
		Principal Financial Officer

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