npk20241231_10ka.htm
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, D. C. 20549 
 

FORM 10-K/A
Amendment No. 1

 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________________ to __________________________ 
 
Commission File Number 1-2451 
 

NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter) 
 
Wisconsin
39-0494170
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification Number)

 
3925 North Hastings Way
 
Eau Claire,  Wisconsin
54703-3703
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:   (715)  839-2121
 
Securities registered pursuant to Section 12(b) of the Act: 
 

 
Trading
 
Name of each exchange
Title of each class
 
Symbol(s)
 
on which registered
$1.00 par value common stock
 
NPK
 
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act: 
NONE 
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑  No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐  Accelerated filer ☑  Non-accelerated filer ☐    Smaller reporting company  Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  No ☑
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $385,752,731.  The number of shares outstanding of each of the registrant's classes of common stock, as of March 4, 2025 was 7,143,484.
 
  
 

EXPLANATORY NOTE
 
On March 14, 2025 National Presto Industries, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”). This Amendment amends the Original 10-K solely to file Exhibit 9.3 (Voting Trust Amendment) and Exhibit 19.1 (Insider Trading Policy), which were inadvertently omitted from the Original 10-K.
 
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original 10-K. This Amendment is an exhibit-only filing. Except for the inclusion of Exhibits 9.3 and 19.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
 
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
 
 

 
PART IV
 
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
   
(a)
Documents filed as part of this Form 10-K:
   
   
   
   
   
   
Form 10-K
   
   
   
   
   
Page Reference
   
   
1.
Consolidated Financial Statements:
   
   
   
   
   
   
   
      See Consolidated Financial Statements in Item 15 of Form 10-K, which is incorporated by reference.  
           
   
   
2.
Consolidated Financial Statement Schedule:
   
   
   
   
   
   
   
   
   
   
See “Consolidated Financial Statements in Item 15 of Form 10-K, which is incorporated by reference.
 
 
 
 
 
(b)     Exhibits:
 
 
 
   
 
   
 
Exhibit Number
 
 
Description
 
 
   
 
   
 
Exhibit 3(i)
 
Restated Articles of Incorporation – incorporated by reference from Exhibit 3(i) of the Company’s report on Form 10-K/A for the year ended December 31, 2005
 
   
 
   
 
Exhibit 3(ii)
 
By-Laws - incorporated by reference from Exhibit 3(ii) of the Company’s current report on Form 8-K dated July 6, 2007

 
 
 

Exhibit 4
 
Description of Registrant’s Securities - Incorporated by reference from Exhibit 4 of the Company's annual report on Form 10-K for the year ended December 31, 2019
 
   
 
   
 
Exhibit 9.1
 
Voting Trust Agreement - incorporated by reference from Exhibit 9 of the Company’s quarterly report on Form 10-Q for the quarter ended July 6, 1997
 
   
 
   
 
Exhibit 9.2
 
Voting Trust Agreement Amendment – incorporated by reference from Exhibit 9.2 of the Company’s annual report on Form 10-K for the year ended December 31, 2008
       
  Exhibit 9.3   Voting Trust Agreement Amendment
 
 

 
 
 
Exhibit Number
 
 
Description
 
 
   
 
   

Exhibit 10.1*
 
Incentive Compensation Plan – incorporated by reference from Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended July 4, 2010

 
 
 

Exhibit 10.2*
 
Form of Restricted Stock Award Agreement – incorporated by reference from Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended July 4, 2010

 
 
 

Exhibit 10.3*
 
2017 Incentive Compensation Plan – incorporated by reference from Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended July 2, 2017

 
 
 

Exhibit 10.4*
 
Form of Restricted Stock Award Agreement – 2017 Incentive Compensation Plan - incorporated by reference from Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended July 2, 2017

 
 
 
  Exhibit 19.1   Policy Statement Securities Trading by Restricted Personnel 
       
 
Exhibit 21
 
Subsidiaries of the Registrant - incorporated by reference from Exhibit 21 of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 23.1   Consent of Independent Registered Public Accounting Firm - RSM US LLP - incorporated by reference from Exhibit 23.1 of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
 
Exhibit 31.1
 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
 
 

Exhibit 31.2
 
Certification of the Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
 
 

Exhibit 32.1
 
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - incorporated by reference from Exhibit 32.1 of the Company's annual report on Form 10-K for the year ended December 31, 2024

 
 
 

Exhibit 32.2
 
Certification of the Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - incorporated by reference from Exhibit 32.2 of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 97   Policy for the Recovery of Erroneously Awarded Compensation - incorporated by reference from Exhibit 97 of the Company's annual report on Form 10-K for the year ended December 31, 2023

 
 
 

Exhibit 101.INS
 
Inline XBRL Instance Document - incorporated by reference from Exhibit 101.INS of the Company's annual report on Form 10-K for the year ended December 31, 2024
       

Exhibit 101.SCH
 
Inline XBRL Taxonomy Extension Schema Document - incorporated by reference from Exhibit 101.SCH of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document - incorporated by reference from Exhibit 101.CAL of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document - incorporated by reference from Exhibit 101.DEF of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document - incorporated by reference from Exhibit 101.LAB of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document - incorporated by reference from Exhibit 101.PRE of the Company's annual report on Form 10-K for the year ended December 31, 2024
       
  Exhibit 104    The cover page from this Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101.INS - incorporated by reference from Exhibit 104 of the Company's annual report on Form 10-K for the year ended December 31, 2024
       

 
 
* Compensatory Plans

 
 
 

(c)     Schedules:
 
 
 
                                  Reference is made to Item 15(a)2 of Form 10-K for the year ended December 31, 2024.
 
 

 
SIGNATURES 
 
Pursuant to the Requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
NATIONAL PRESTO INDUSTRIES, INC.
(registrant)
 
 
 
 
 
 
By:
/S/ Maryjo Cohen
 
 
 
Maryjo Cohen
 
 
 
President and Chief Executive Officer
 
Date: April 3, 2025