Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:  23,331,653 Common Shares, no par value, as of December 31, 2025.

 

TABLE OF CONTENTS
			Page No
PART I			1
ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.		KEY INFORMATION	1
	A.	[Reserved].	1
	B.	Capitalization and Indebtedness.	1
	C.	Reasons for the Offer and Use of Proceeds.	1
	D.	Risk Factors.	1
ITEM 4.		Information on the Company	17
	A.	History and Development of the Company.	17
	B.	Business Overview.	17
	C.	Organizational Structure.	28
	D.	Property, Plants and Equipment.	28
ITEM 4A.		Unresolved Staff Comments	28
ITEM 5.		Operating and Financial Review and Prospects	29
	A.	Operating Results.	29
	B.	Liquidity and Capital Resources	34
	C.	Research and Development, Patents and Licenses.	36
	D.	Trend Information.	36
	E.	Critical Accounting Estimates.	37
ITEM 6.		Directors, Senior Management and Employees	39
	A.	Directors and Senior Management.	39
	B.	Compensation	41
	C.	Board Practices	42
	D.	Employees	46
	E.	Share Ownership.	47
	F.	Disclosure of a registrant’s action to recover erroneously awarded compensation	48
ITEM 7.		Major Shareholders and Related Party Transactions	48
	A.	Major Shareholders	48
	B.	Related Party Transactions.	48
	C.	Interests of Experts and Counsel.	48
ITEM 8.		Financial Information	49
	A.	Consolidated Statements and Other Financial Information.	49
	B.	Significant Changes.	49
ITEM 9.		The Offer and Listing	49
	A.	Offer and Listing Details.	49
	B.	Plan of Distribution.	49
	C.	Markets.	49
	D.	Selling Shareholders.	49
	E.	Dilution.	49
	F.	Expenses of the Issue.	49
ITEM 10.		Additional Information	50
	A.	Share Capital.	50
	B.	Articles and By-laws.	50
	C.	Material Contracts.	50
	D.	Exchange Controls.	50
	E.	Taxation.	51
	F.	Dividends and Paying Agents.	58
	G.	Statements by Experts.	58
	H.	Documents on Display.	59
	I.	Subsidiary Information.	59
	J.	Annual Report to Security Holders	59

ITEM 11.	Quantitative and Qualitative Disclosures about Market Risk	59
ITEM 12.	Description of Securities Other Than Equity Securities	59
PART II		60
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	60
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	60
ITEM 15.	Controls and Procedures	60
ITEM 16A.	Audit Committee Financial Expert	61
ITEM 16B.	Code of Ethics	61
ITEM 16C.	Principal Accountant Fees and Services	61
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	62
ITEM 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	62
ITEM 16F.	Changes in Registrant’s Certifying Accountant	62
ITEM 16G.	Corporate Governance	63
ITEM 16H.	Mine Safety Disclosure	63
ITEM 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	63
ITEM 16J.	Insider Trading Policies	64
ITEM 16K.	Cybersecurity	64
PART III		65
ITEM 17.	Financial Statements	65
ITEM 18.	Financial Statements	65
ITEM 19.	Exhibits	65

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

A.

Reserved

B.	Capitalization and Indebtedness.

C.	Reasons for the Offer and Use of Proceeds.

D.	Risk Factors.

•

While we were profitable in 2025 and 2024, we incurred a loss in 2023 and have incurred losses in past years and may not operate profitably in the future.

•

Our operating results may fluctuate from quarter to quarter and year to year.

•

Our financial results may be significantly affected by currency fluctuations.

•

M&A, which requires the integration of multiple acquired companies and their respective businesses, operations and employees with our own, involves significant risks.

•

Our revenues depend in great measure on government procurement procedures and practices.

•

Because competition in our industry is intense, our business, operating results and financial condition may be adversely affected.

•

Our business involves significant risks and uncertainties that may not be covered by indemnities or insurance.

•

The markets for our products may be affected by changing technology, requirements, standards and products.

•

Increasing scrutiny and changing expectations with respect to our ESG policies may impose additional costs on us or expose us to additional risks.

•

Our failure to retain and attract personnel could harm our business, operations and product development efforts.

•

We face risks associated with doing business in international markets.

•

Our failure to comply with anti-corruption laws and regulations could adversely affect our reputation, business, financial condition and results of operations.

•

We may be vulnerable to physical and electronic security breaches and cyber-attacks which could disrupt our operations.

•

We may not be able to protect our proprietary technology and unauthorized use of our proprietary technology by third parties may impair our ability to compete effectively.

•

Claims that our products infringe upon the intellectual property of third parties may require us to incur significant costs, enter into licensing agreements or license substitute technology.

•

Undetected defects in our products may increase our costs and harm the market acceptance of our products.

•

If suppliers terminate our arrangements with them, or amend them in a manner detrimental to us, we may experience delays in production and implementation of our products.

•

We currently benefit from government programs and tax benefits that may be discontinued or reduced in the future, which would increase our future tax expenses.

•

We may fail to maintain effective internal control over financial reporting, which could result in material misstatements in our financial statements.

•

We may be adversely affected by regulations and market expectations related to sourcing and our supply chain, including conflict minerals.

•

Our success depends on our ability to develop and maintain advanced security technologies, and failure to keep pace with rapid technological changes could make our solutions less competitive.

•

We rely on proprietary technology, software, and intellectual property, and any inability to protect these rights or unauthorized use by third parties could harm our business.

•

Our products incorporate third-party technologies and components, and disruptions in access to these technologies or licensing issues could affect our ability to deliver solutions.

•

We may face intellectual property infringement claims, which could result in costly litigation, damages, or the need to redesign products.

•

Cybersecurity threats, including hacking, data breaches, or vulnerabilities in our software or systems, could damage our reputation and expose us to liability.

•

Our solutions must integrate with complex customer environments, and failures, defects, or performance issues in our systems could result in customer dissatisfaction, contract penalties, or loss of future business.

•

We may not be able to successfully develop, introduce, or commercialize new technologies, including AI-driven or analytics-based security solutions, in a timely or cost-effective manner.

•

Our intellectual property protections (including patents, trade secrets, and copyrights) may be limited in certain jurisdictions, particularly in countries where enforcement is weaker.

•

We are exposed to political, economic, and security instability in certain regions, which may disrupt our operations, projects, and supply chains.

•

Our international operations expose us to foreign currency exchange rate fluctuations, which can materially affect our revenues and operating results.

•

We are subject to complex and changing regulatory environments, including export controls, trade sanctions, and anti-corruption laws, which may limit our ability to sell products in certain jurisdictions or increase compliance costs.

•

A significant portion of our revenues is derived from government and critical infrastructure customers worldwide, making us vulnerable to changes in government budgets, procurement policies, and geopolitical tensions affecting cross-border contracts.

•

Our global operations require us to manage logistics, supply chains, and third-party partners across multiple jurisdictions, which may be impacted by trade restrictions, tariffs, or disruptions in international transportation.

•

We may face restrictions on the repatriation of earnings, taxation complexities, and differing legal systems, which could adversely impact our financial condition and cash flows.

•

Operating internationally exposes us to cultural, language, and operational challenges, as well as risks related to hiring, retaining, and managing personnel across diverse regions.

•

Volatility of the market price of our Common Shares could adversely affect our shareholders and us.

•

We may not pay dividends in the future.

•

As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we may follow certain home country corporate governance practices instead of certain NASDAQ requirements.

•

We may in the future be classified as a passive foreign investment company, or PFIC, which would subject our U.S. investors to adverse tax rules.

•

The rights and obligations of a holder of Common Shares will be governed by Ontario law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions.

•

The Articles, together with the By-Laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to holders of our Common Shares, or the ability of another party to acquire control of the Company.

•

Canadian take-over bid laws may discourage take-over bids being made for the Company and may discourage the acquisition of large numbers of our Common Shares.

•

Canadian issuer bid laws restrict our ability to purchase our Common Shares.

•

We are able to issue an unlimited amount of additional Common Shares, which may cause our shareholders to experience dilution in the future.

•

Our Common Shares are subject to Canadian insolvency laws which may offer less protection to its shareholders compared to U.S. insolvency laws.

•

changes in customers’ or potential customers’ budgets as a result of, among other things, government funding (influenced by long shutdowns) and procurement policies;

•

changes in demand for our existing products and services;

•

our long and variable sales cycle;

•

our ability to maintain sales volumes at a level sufficient to cover fixed manufacturing and operating costs; and

•

the timing of the introduction and market acceptance of new products, product enhancements and new applications.

•

Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;

•

Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;

•

Integrating financial forecasting and controls, procedures and reporting cycles;

•

Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

•

Insufficient revenue to offset increased expenses associated with acquisitions; and

•

The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans.

•

their requirements or budgetary constraints change;

•

they cancel multi-year contracts and related orders if funds become unavailable; or

•

they shift spending priorities into other areas or for other product.

•

we may not be successful in developing and marketing new products or product features that respond to technological change or evolving industry standards;

•

we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these new products and features; or

•

our new products and product features may not adequately meet the requirements of the marketplace and achieve market acceptance.

•

different and changing regulatory requirements in the jurisdictions in which we currently operate or may operate in the future;

•

fluctuations in foreign currency exchange rates;

•

export restrictions, tariffs and other trade barriers;

•

difficulties in staffing, managing and supporting foreign operations;

•

longer payment cycles;

•

difficulties in collecting accounts receivable;

•

political and economic changes, hostilities and other disruptions in regions where we currently sell our products or may sell our products in the future; and

•

seasonal changes in business activity.

•

entry into strategic partnerships or joint ventures by us or our competitors;

•

additions or departures of key personnel;

•

political and economic conditions, such as a recession or interest rate or currency rate fluctuations or political events;

•

general economic conditions, including conditions related to the banking industry or caused by pandemics and high inflation, and slow or negative market growth; and

•

other events or factors in any of the countries in which we do business, including those resulting from war, incidents of terrorism, natural disasters or responses to such events.

ITEM 4.

INFORMATION ON THE COMPANY

A.	History and Development of the Company.

B.	Business Overview.

•

Leverage existing customer relationships. We believe that we have the capability to offer certain of our customers a comprehensive security package. As part of our product development process, we seek to maintain close relationships with our customers to identify market needs and to define appropriate product specifications. We intend to expand the depth and breadth of our existing customer relationships while initiating similar new relationships. Our Software (SMS,VMS) offering is an excellent opportunity to revisit our existing customers.

•

Refine and broaden our product portfolio. We have identified the security needs of our customers and intend to enhance our current products’ capabilities, develop new products, acquire complementary technologies and products and enter into OEM agreements with third parties in order to meet those needs. The extension of our solution might broaden our addressable market by using our sensors and information management to offer vertical solutions outside of the strict security applications.

•

Develop and enhance our presence in verticals which we have identified as strategic. We intend to enhance our presence in our target vertical markets: utilities, correctional facilities logistics and energy (among other, oil and gas terminals as well as oil and gas pipelines infrastructure), airports and military /border sites. Many if not all, of the verticals are highly regulated and require unique security solutions. As a solution provider with a wide selection of security technologies and products, we believe that we can offer a comprehensive security solution that meets the standards required by the applicable regulations.

•

Enhance our presence in emerging markets. We intend to enhance our presence in emerging markets such as Asia, Latam and eastern Europe in order to increase our exposure and sales.

•

Strengthen our presence in existing markets. We intend to increase our marketing efforts in our existing markets mainly in North America, the EMEA Union, and APAC region and to acquire or invest in complementary businesses and joint ventures.

•

Perimeter Intrusion Detection Systems (PIDS), fence mounted, buried and free standing;

•

PIDS fence sensor with intelligent perimeter LED based lighting;

•

A common operating platform for VMS and SMS, including IVA applications, PIDS applications

•

Surveillance systems and LIDAR solutions

•

Pipeline security, third party interference (TPI) and fiber infrastructure monitoring

•

Fence mounted detection systems – “microphonic” wire sensors, fiber optic sensors and electronic ranging sensors;

•

Buried sensors – buried coaxial cable volumetric sensors and buried fiber sensors to secure pipelines, borders and critical assets against intrusion by targets on the surface and excavation;

•

Electrical field disturbance sensors (volumetric);

•

Microwave sensors;

•

Hybrid perimeter intrusion detection and intelligent lighting system;

•

MultiSensor – next generation of sensors, using multiple sensing technologies, processed by intelligent algorithms (AI software): and

•

Lidar sensors

•

Face Recognition - Senstar Symphony-based video analytic identifies known and unknown individuals. Using a combination of patented 2D to 3D pose correction technology, this analytic is designed for fast, reliable identification under real-world challenges, including lighting, angles, facial hair, pose, glasses and other occlusions, motion, crowds, and expression.

•

Automatic License Plate Recognition - Senstar Symphony-based video analytic reads license plates and other vehicle markings and seamlessly integrates the data into the site’s security and operational processes. The analytic can be used for automating vehicle access systems such as gates and other barriers, flag vehicle in/out times in surveillance footage, notifying customer management systems of client arrivals, and track vehicles crossing toll and border checkpoints.

•

Outdoor People and Vehicle Tracking - Senstar Symphony-based video analytic optimized for detecting and monitoring the movement of vehicles and people in outdoor environments. Typical applications include perimeter intrusion detection, parking lot monitoring, public safety, and wrong-way detection. The analytic retains its extremely high tracking and object classification accuracy even in the presence of challenging weather and lighting conditions. Organizations can use tracked events to trigger alarms and direct operators to specific concerns, making it the perfect addition to any video surveillance system.

•

Left and Removed Item Detection - Monitor changes in an environment to detect when objects are added or removed from a scene. Set alarms to notify security staff when an item has been removed from an area or left unattended for a designated amount of time. This solution is designed for use in airports, train stations, and other public spaces.

•

Indoor People Tracking - Detect and track people moving within the frame of a camera. Alarms can be set when unauthorized entry into an area is detected and dwell times can be tracked and recorded for the detection of unwanted loitering. Heat maps can also be created in retail stores and public spaces to determine areas of highest traffic and interest.

•

Crowd Detection - Real-time occupancy estimation for indoor and outdoor deployments, ideal for monitoring public spaces, event venues, and capacity restricted environments. Crowd Detection also offers numerous business intelligence applications.

•

PTZ Auto-Tracking (Auto PTZ) - Auto PTZ can automatically control a PTZ camera, enabling it to zoom in and follow moving people and vehicles within the field of the camera. This is designed for use in outdoor perimeter monitoring and provides a closer look at people and vehicles for future forensic purposes.

•

Hardware solutions supporting our VMS software products are an “R series” of preconfigured servers, “E series” of physical appliances for smaller applications and a novel POE powered "Thin Client" device for convenient network access for monitors or other applications.

•

The Senstar Thin Client - is a simple and cost-effective device designed to display 1080p video from 30+ network video camera manufacturers via ONVIF Profile S, as well as from the Senstar Symphony VMS or any RTSP-compatible video source. The device is ideal for space-constrained environments due to its compact design while its web-based interface makes it easy to configure and manage.

•

The R-Series Operator Station complements the R-Series Network Video Recorders (NVR). Featuring validated hardware, the Operator Station is ideal for customers looking for a preconfigured video surveillance client. "Senstar Fusion, is a software solution that neutralizes false alarms using sophisticated AI techniques analyzing simultaneously detection signals from PIDS and video sensors.

•

We do not provide high availability functionalities on our Symphony servers.

•

In December 2025, we announced our acquisition of Blickfeld.  Blickfeld offers both hardware and perception software solutions for security, traffic, industrial automation, and logistic applications. Blickfeld offers security and safety solutions as well as volumetric and industrial applications:

•

Security and safety solutions

•

We sell primarily through system integrators, security solution providers, and selected distributors who integrate our LiDAR sensors and perception software into perimeter protection and surveillance systems. For strategic projects and key accounts, our sales and application engineering teams engage directly with end customers to support system design and ensure proper implementation.

•

Senstar Symphony Common Operating Platform - Video, Security and Data Intelligence Platform with Sensor Fusion Engine; and

•

Network Manager - a middleware (software) package interfacing between our family of PIDS sensors and any command and control solution, be it our own system or an external third party application. It is provided to integrators with a full software development kit to enable fast integration of our PIDS into any other SMS and physical security information system. It offers an entry level operator display system called the Alarm Information Module (AIM), typically for management of a single PIDS sensor.

•

PIDS products are sold indirectly through system integrators and distribution or VAR channels. Due to the sophistication of our products, we often need to approach end-users directly and be in contact with system integrators; however, sales are directed through third parties. Our sales team is trained on cross-selling PIDS, VMS, SMS, IVA .

•

VMS, and IVA. Video management system software and Intelligent Video Applications licenses, the associated maintenance and support services, are sold primarily through locally based distributor or VAR partners. Some key accounts are managed directly with the end-users. Our sales team is trained on cross-selling PIDS, VMS, SMS, IVA.

		Year ended in December 31,
		2025				2024				2023
		(in thousands)
North America		$	17,959			$	16,262			$	14,835
Europe			12,830				12,763				11,393
APAC			4,942				5,410				3,863
South and Latin America			467				975				2,197
Others			176				343				504
Total		$	36,374			$	35,753			$	32,792

•

Canada: As a close trading partner with the U.S., our operations in Canada may be directly impacted by changes in U.S. tariffs and trade agreements, such as revisions to the USMCA. These measures may disrupt cross-border supply chains, impact pricing, and introduce regulatory complexities that could increase compliance costs.

•

EMEA (Europe, the Middle East, and Africa): Ongoing trade tensions between the U.S. and the European Union, as well as post-Brexit trade uncertainties, may increase customs duties, delay shipments, or result in regulatory misalignments. If the U.S. expands tariffs on EMEA-sourced products or components, or if reciprocal trade actions are introduced, it could affect our cost structure and sales strategy in the region.

•

USA: As a significant market and operating base, any expansion of protectionist trade policies within the U.S., including sector-specific tariffs (e.g., on steel, aluminum, or technology products), could raise input costs or limit sourcing options. Additionally, regulatory unpredictability may hinder long-term supply planning and pricing stability.

•

APAC: The Asia-Pacific region plays a critical role in our global supply chain, especially in manufacturing and sourcing. Escalating U.S.-China trade tensions, as well as tariffs on key APAC-origin goods, could lead to increased material costs, longer lead times, and potential reconfiguration of supplier relationships. This could negatively affect product availability, pricing, and competitiveness in both domestic and international markets.

•

that patents will be issued from any pending applications, or that the claims allowed under any patents will be sufficiently broad to protect our technology;

•

that any patents issued or licensed to us will not be challenged, invalidated or circumvented; or

•

as to the degree or adequacy of protection any patents or patent applications may or will afford.

C.	Organizational Structure.

D.	Property, Plants and Equipment.

ITEM 4A.

Unresolved Staff Comments

ITEM 5.

Operating and Financial Review and Prospects

A.	Operating Results.

•

continuing the growth of revenues and profitability of our perimeter security systems and video and security management systems lines of products;

•

enhancing the introduction and recognition of our new products;

•

penetrating new markets and strengthening our presence in existing markets;

•

strengthening our presence in our strategic verticals;

•

cross selling at existing customers security and non -security applications provided thanks to our suite of sensors and information management systems;

•

succeeding in selling our comprehensive PIDS, VMS, SMS products as a combined solution;

•

expand our addressable market with the introduction of the Senstar MultiSensor and LIDAR solutions, designed to provide intrusion detection systems dedicated to critical spots of non-critical infrastructure; and

•

deliver technological and functional innovation to compete techno competition and address future needs.

		Year Ended December 31
		2025				2024				2023
Revenues			100	%			100	%			100	%
Cost of revenues			34	%			36	%			43	%
Gross profit			66	%			64	%			57	%
Operating expenses:
Research and development, net			9	%			12	%			12	%
Selling and marketing, net			27	%			25	%			30	%
General and administrative			22	%			16	%			19	%
Operating income (loss)			8	%			11	%			(4	)%
Financial income (expenses), net			-				2	%			-
Income (loss) before income taxes			9	%			13	%			(4	)%
Taxes on income (tax benefit)			-	%			6	%			-
Income (loss) from continuing operations			9	%			7	%			(4	)%

•

our customers are mainly budget-oriented organizations with lengthy decision processes, which tend to mature late in the year; and

•

due to harsh weather conditions in certain areas in which we operate during the first quarter of the calendar year, certain projects and services are put on hold and consequently revenues are delayed.

Year ended December 31,		CAD appreciation (devaluation) rate %
2021			(0.1	)
2022			6.4
2023			(2.3	)
2024			8.7
2025			(4.8	)

B.	Liquidity and Capital Resources

		Year ended December 31,
		2025				2024				2023
		(in thousands)
Net cash provided by (used in) operating activities			1,755				6,656				260
Net cash used in investing activities			(561	)			(223	)			(334	)
Net cash provided by (used in) financing activities			16				39				(213	)
Effect of exchange rate changes on cash and cash equivalents			665				(812	)			156
Increase (decrease) in cash, cash equivalents and restricted cash			1,875				5,660				(131	)
Cash, cash equivalents and restricted cash at the beginning of the year, including cash attributable to discontinued operations			20,466				14,806				14,937
Cash, cash equivalents and restricted cash at the end of the year			22,341				20,466				14,806

C.	Research and Development, Patents and Licenses.

D.	Trend Information.

E.	Critical Accounting Estimates

•

Raw materials, parts and supplies – using the “first-in, first-out” method.

•

Work-in-progress and finished products – on the basis of direct manufacturing costs with the addition of allocable indirect manufacturing costs.

ITEM 6.

Directors, Senior Management and Employees

A.	Directors and Senior Management.

Name		Age		Position
Gillon Beck		64		Chairman of the Board of Directors
Jacob Berman (1) (2) (3)		77		Director
Tom Overwijn (1) (2) (3)		64		Director
Kelli Roiter (1) (2) (3)		54		Director
Fabien Haubert		51		Chief Executive Officer
Alicia Kelly		48		Chief Financial Officer
Jeremy Weese		49		Chief Technology Officer
Matthieu Currat		43		Chief Operating Officer

(1)          Member of our Audit Committee. (2)          Member of our Compensation Committee. (3)          Member of our Sustainability, Nominating and Governance Committee.

B.	Compensation

Information Regarding the Senior Executives(1) (U.S. dollars in thousands)
Name and Principal Position(2)		Base Salary	Benefits and Perquisites(3)	Variable Compensation(4)	Equity-Based Compensation(5)	Total
Fabien Haubert – Chief Executive Officer		275	201	130	265	870
Jeremy Weese – Chief Technology Officer		197	20	71	87	375
Alicia Kelly - Chief Financial Officer		194	12	87	87	381
Matthieu Currat – Chief Operating Officer		179	10	66	43	298
(1)	All amounts reported in the table are in terms of cost to our company, as recorded in our financial statements.
(2)	All current Senior Executives listed in the table are full-time employees. Cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2025.
(3)	Amounts reported in this column include benefits and perquisites or on account of such benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurances and benefits, risk insurances (e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines.
(4)	Amounts reported in this column refer to Variable Compensation such as commission, incentive and bonus payments as recorded in our financial statements for the year ended December 31, 2025.
(5)	Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2025.

C.	Board Practice

•

retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, to ratification by the shareholders

•

re-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

overseeing the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•

reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•

recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, as well as approving the yearly or periodic work plan proposed by the internal auditor;

•

reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

•

identifying irregularities in our business administration by among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

•

reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required; and

•

establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

•

recommending to our board of directors for its approval a compensation policy, as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate;

•

reviewing and approving the granting of options and other incentive awards to our chief executive officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, including evaluating their performance in light of such goals and objectives; and

•

administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.

•

overseeing and assisting our board in reviewing and recommending nominees for election as directors;

•

assessing the performance of the members of our board;

•

establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our board a set of corporate governance guidelines applicable to our business: and

•

to oversee our policies, programs and strategies related to environmental, social and governance.

D.

Employees

E.	Share Ownership.

Name		Number of Common Shares Owned (1)				Percentage of Outstanding Common Shares (2)
Gillon Beck (3)			-				-
Jacob Berman			-				-
Tom Overwijn			-				-
Kelli Roiter			-				-
Fabien Haubert (4)			174,000				*
Alicia Kelly (5)			68,333				*
Jeremy Weese(6)			44,408				*
Matthieu Currat          (7)			22,167				*
All directors and executive officers as a group (8 persons) (8)			308,908				*

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common Shares relating to options or convertible debenture notes currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

(2)

The percentages shown are based on 23,331,653 Common Shares issued and outstanding as of April 29, 2026.

(3)

Does not include any Common Shares held by the FIMI Funds.

(4)

Includes 174,000 Common Shares issuable upon the exercise of currently exercisable options.

(5)

Includes 68,333 Common Shares issuable upon the exercise of currently exercisable options.

(6)

Includes 44,333 Common Shares issuable upon the exercise of currently exercisable options.

(7)

Includes 22,167 Common Shares issuable upon the exercise of currently exercisable options.

(8)

Includes 308,833 Common Shares issuable upon the exercise of currently exercisable options.

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

ITEM 7.

Major Shareholders and Related Party Transactions

A.	Major Shareholders

Name		Number of Common Shares Beneficially Owned1				Percentage of Outstanding CommonShares2
FIMI Opportunity Five (Delaware), Limited Partnership3			4,646,924				19.9	%
FIMI Israel Five, Limited Partnership3			5,207,235				22.3	%

B.	Related Party Transactions.

C.	Interests of Experts and Counsel.

ITEM 8.

Financial Information

A.	Consolidated Statements and Other Financial Information.

B.	Significant Changes.

ITEM 9.

The Offer and Listing

A.	Offer and Listing Details.

B.	Plan of Distribution.

C.

Markets.

D.	Selling Shareholders.

E.

Dilution.

F.	Expenses of the Issue.

ITEM 10.

Additional Information

A.	Share Capital.

B.	Articles and By-Laws.

C.	Material Contracts.

•

On December 9, 2025, we entered into a definitive agreement to acquire Blickfeld GmbH ("Blickfeld"), a Munich-based specialist in 3D LiDAR sensors and integrated software. A copy of the agreement has been filed as an exhibit to this Annual Report.

•

Structure and Consideration: The transaction was structured as a cash-funded acquisition, whereby a wholly owned subsidiary of the Company acquired all outstanding shares of Blickfeld. The consideration consisted of an upfront cash payment of €10.4 million, supplemented by €1 million in performance-based earnouts, subject to customary closing adjustments.

•

Funding: The acquisition was funded using the Company’s existing cash reserves.

•

Closing Conditions: The completion of the transaction was subject to customary closing conditions, including required regulatory approvals.

•

Completion: The acquisition closed on February 13, 2026.

•

Post-Closing Operations: Following the closing, Blickfeld GmbH and its subsidiary, Blickfeld North America Inc., continue to operate as subsidiaries of the Company, maintaining their existing names. Blickfeld operates with a degree of autonomy while leveraging Senstar’s global infrastructure, support, and sales channels.

•

Strategic Rationale: The acquisition is intended to integrate Blickfeld’s high-precision 3D LiDAR security technology with the Company’s existing perimeter intrusion detection systems (PIDS) and video management software (VMS). This acquisition aims to broaden the Company’s addressable market into new verticals, including volumetric and traffic monitoring, improve situational awareness capabilities, and strengthen its technological portfolio in the security market.

D.	Exchange Controls.

E.

Taxation.

•

broker-dealers;

•

financial institutions;

•

certain insurance companies;

•

investors liable for alternative minimum tax;

•

regulated investment companies, real estate investment trusts, or grantor trusts;

•

dealers or traders in securities, commodities or currencies;

•

tax-exempt organizations;

•

non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar;

•

persons who hold the Common Shares through partnerships or other pass-through entities;

•

persons who acquire their Common Shares through the exercise or cancellation of employee stock options or otherwise as compensation for services;

•

persons (or their direct, indirect or constructive owners) that actually or constructively own 10% or more of our shares by vote or value; or

•

investors holding Common Shares as part of a straddle, appreciated financial position, a hedging transaction or conversion transaction.

•

an individual who is a citizen or, for U.S. federal income tax purposes, a resident of the United States;

•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

F.	Dividends and Paying Agents.

G.	Statements by Experts.

H.	Documents on Display.

I.	Subsidiary Information.

J.	Annual Report to Security Holders.

ITEM 11.

Quantitative and Qualitative Disclosures about Market Risk

ITEM 12.

Description of Securities Other Than Equity Securities

ITEM 13.

Defaults, Dividend Arrearages and Delinquencies

ITEM 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

ITEM 15.

Controls and Procedures

ITEM 16.

[Reserved]

ITEM 16B.

Code of Ethics

ITEM 16C.

Principal Accountant Fees and Services

		Year Ended December 31,
Services Rendered		2025				2024
Audit (1)			288,069				209,000
Tax (2)			311,258				29,000
Other (3)			24,000				13,000
Total			623,327				251,000

(1)

Audit fees are for audit services for each of the years shown in the table, including fees associated with the annual audit (including audit of our internal control over financial reporting), consultations on various accounting issues and audit services provided in connection with other statutory or regulatory filings.

(2)

Tax fees are for professional services rendered by our auditors for tax compliance, tax planning and tax advice on actual or contemplated transactions, tax consulting associated to international taxation, tax assessment deliberation, transfer pricing and withholding tax assessments.

(3)

Other fees primarily relate to out of pocket reimbursement of expenses and primarily traveling expenses of our auditors. These fees also relate to fees associated with the conflict Minerals work plan, due diligence, and the Risk Assessment Service.

ITEM 16D.

Exemptions from the Listing Standards for Audit Committees

ITEM 16E.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

ITEM 16F.

Changes in Registrant’s Certifying Accountant

ITEM 16G.

Corporate Governance

ITEM 16H.

Mine Safety Disclosure

ITEM 16I.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Our management has primary responsibility for our overall cybersecurity risk management and supervises our internal information technology personnel. Our management is responsible for assessing and managing our material risks from cybersecurity threats. The risk assessment occurs on an ongoing basis, or as business needs change, and covers identification of risks that could act against our Company's objectives as well as specific risks related to a compromise to the security of data.

 

F - 2

Opinion on the consolidated financial statements

 

We have audited the accompanying consolidated balance sheet of Senstar Technologies Corporation and its Subsidiaries [the “Company”] as of December 31, 2025, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2025, and the related notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.