テイラーデバイセズの年次報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 10-K

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

For the fiscal year ended May 31, 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 000-3498

TAYLOR DEVICES, INC.

(Exact name of registrant as specified in its charter)

New York

16-0797789

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

90 Taylor Drive, North Tonawanda, New York	14120
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (716) 694-0800

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.025 par value per share

Preferred Stock Purchase Rights

TAYD

N/A

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

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, 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 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 U.S.C. 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

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, on November 29, 2024, the last business day of the registrant's most recently completed second fiscal quarter, is $150,789,000.

The number of shares outstanding of each of the registrant's classes of common stock as of August 15, 2025 is 3,147,193.

TAYLOR DEVICES, INC.

DOCUMENTS INCORPORATED BY REFERENCE

Documents	Form 10-K Reference

Portions of definitive Proxy Statement for Registrant’s 2025 Annual Meeting of Shareholders	Part III, Items 10-14

FORM 10-K INDEX

PART I			PAGE
	Item 1.	Business.	4
	Item 1A.	Risk Factors.	6
	Item 1B.	Unresolved Staff Comments.	6
	Item 1C.	Cybersecurity.	6
	Item 2.	Properties.	7
	Item 3.	Legal Proceedings.	7
	Item 4.	Mine Safety Disclosures.	7
PART II
	Item 5.	Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
	Item 6.	[Reserved].	8
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	8
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	15
	Item 8.	Financial Statements and Supplementary Data.	15
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	15
	Item 9A.	Controls and Procedures.	15
	Item 9B.	Other Information.	16
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .	16
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance.	16
	Item 11.	Executive Compensation.	16
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	16
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	16
	Item 14.	Principal Accountant Fees and Services.	16
PART IV
	Item 15.	Exhibits and Financial Statement Schedules.	17

	Item 16.	Form 10-K Summary.	19

SIGNATURES			20

PART I

Item 1. Business.

Taylor Devices, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) was incorporated in the State of New York on July 22, 1955 and is engaged in the design, development, manufacture and marketing of shock absorption, rate control, and energy storage devices for use in various types of machinery, equipment and structures. In addition to manufacturing and selling existing product lines, the Company continues to develop new and advanced technology products.

Principal Products

The Company manufactures and sells a group of very similar products that have many different applications for customers. These similar products are included in one of nine categories, namely, Seismic Dampers, Fluidicshoks®, Crane and Industrial Buffers, Self-Adjusting Shock Absorbers, Liquid Die Springs, Vibration Dampers, Machined Springs, Custom Shock and Vibration Isolators, and Custom Actuators. Custom derivations of all of these products are designed and manufactured for many aerospace and defense applications. The following is a summary of the capabilities and applications for these products.

Seismic Dampers are designed to mitigate the effects of earthquakes on structures and represent a substantial portion of the Company’s sales. Fluidicshoks® are small, extremely compact shock absorbers with up to 19,200 inch-pound capacities, produced in 12 standard sizes for primary use in the defense, aerospace and commercial industries. Crane and Industrial Buffers are larger versions of the Fluidicshoks® with up to 10,890,000 inch-pound capacities, produced in more than 50 standard sizes for industrial applications on cranes and crane trolleys, truck docks, ladle and ingot cars, ore trolleys and train car stops. Self-Adjusting Shock Absorbers, which include versions of Fluidicshoks® and crane and industrial buffers, automatically adjust to different impact conditions, and are designed for high cycle application primarily in heavy industry. Liquid Die Springs are used as component parts of machinery and equipment used in the manufacture of tools and dies. Vibration Dampers are used primarily by the aerospace and defense industries to control the response of electronics and optical systems subjected to air, ship, or spacecraft vibration. Machined Springs are precisely controlled mechanical springs manufactured from a variety of materials. These are used primarily for aerospace applications that require custom features that are not possible with conventional wound coil springs. Custom Shock and Vibration Isolators are comprised of various configurations including liquid springs, fluid dampers, elastomeric springs and Pumpkin™ Mounts. They are typically used for defense applications. Custom Actuators are typically of the gas-charged type, using high pressure, that have custom features not available from other suppliers. These actuators are used for special aerospace and defense applications.

Sales and Distribution

The Company uses a technical sales force consisting of Company employees for sales in the United States. From time to time, the Company uses the services of non-employee sales representatives for sales throughout the rest of the world. Specialized technical sales in custom marketing activities outside the U.S. are serviced by these sales representatives under the direction and with the assistance of the Company's in-house technical sales staff. Sales representatives typically have non-exclusive agreements with the Company, which, in most instances, provide for payment of commissions on sales at 5% to 10% of the product's net aggregate selling price. The Company recorded zero and $77,000 of non-employee commission expense for the years ending May 31, 2025 and 2024 respectively. A limited number of foreign sales representatives also have non-exclusive agreements with the Company to purchase the Company's products for resale purposes.

Competition

The Company faces some competition for hydraulic energy absorbers on mature aerospace and defense programs. Other competition in these sectors include the use of competing technologies, not necessarily of similar design as Taylor Devices’ products. For the industrial products group, several foreign companies and two U.S. companies are the Company’s main competitors in the production of crane buffers and industrial shock absorbers.

The Company competes directly against three other firms supplying structural damping devices for use in the U.S. For structural applications outside of the U.S., the Company competes directly with several other firms, particularly in Japan and Taiwan. The Company competes with numerous other firms that supply alternative seismic protection technologies.

Raw Materials and Supplies

The principal raw materials and supplies used by the Company in the manufacture of its products are provided by numerous U.S. and foreign suppliers. The loss of any one of these suppliers would not have a material adverse effect on the Company.

Dependence Upon Major Customers

Sales to three customers accounted for approximately 42% (21%, 15% and 6%, respectively) of our net sales for 2025. Sales to four customers accounted for approximately 40% (21%, 7%, 7% and 5%, respectively) of our net sales for 2024. The loss of any or all of these customers, unless the business is replaced by the Company, would have a material adverse effect on the Company.

Patents, Trademarks and Licenses

The Company holds 24 patents expiring at different times until the year 2042.

Terms of Sale

The Company had no inventory out on consignment and there were no consignment sales for the years ended May 31, 2025 and 2024. No extended payment terms are offered. During the year ended May 31, 2025, delivery time after receipt of orders averaged 8 to 10 weeks for the Company's standard industrial products. Due to the volatility of structural and aerospace/defense programs, we usually require progress payments for larger projects where the Company supplies custom designed components.

Need for Government Approval of Principal Products or Services

Contracts between the Company and the federal government or its independent contractors are subject to termination at the election of the federal government. Contracts are generally entered into on a fixed price basis. If the federal government should limit defense spending, these contracts could be reduced or terminated, which management believes would have a materially adverse effect on the Company.

Research and Development

To accommodate growth and to maintain its presence in current markets, the Company engages in product research and development activities in connection with the design of its products. Occasionally, research and development for products in the aerospace and defense sectors is funded by customers or the federal government. The Company also engages in research testing of its products. For the years ended May 31, 2025 and 2024, the Company expended $444,000 and $388,000, respectively, on product research. For the years ended May 31, 2025 and 2024, government-funded research and development totaled $1,141,000 and $818,000, respectively. For the years ended May 31, 2025 and 2024, customer-funded research and development totaled $228,000 and $477,000, respectively.

Government Regulation

Compliance with federal, state, and local laws and regulations regulating the discharge of materials into the environment has had no material effect on the Company, and the Company believes that it is in substantial compliance with these laws and regulations.

The Company is subject to the Occupational Safety and Health Act ("OSHA") and the rules and regulations promulgated thereunder, which establish strict standards for the protection of employees, and impose fines for violations of such standards. The Company believes that it is in substantial compliance with OSHA and such rules and regulations promulgated thereunder.

The Company is also subject to regulations relating to production of products for the federal government. These regulations allow for frequent governmental audits of the Company's operations and extensive testing of Company products. The Company believes that it is in substantial compliance with these regulations.

Employees

As of May 31, 2025, the Company had 137 total employees, consisting of 135 full-time employees and two part-time employees. The Company has good relations with its employees, and none of the Company’s employees are covered by a collective bargaining agreement.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Risk Management and Strategy

In connection with the operation of the Company’s business, we identify, assess and manage key risks that may affect the Company, including material risks from cybersecurity threats, through our system security plan. Our system security plan is aligned with the 110 controls detailed in the NIST (SP) 800-171 and Department of Defense CMMC Level 2 guidelines for Cybersecurity. We have company-wide security policies, standards and controls that seek to incorporate best practices in security engineering, technology architecture and data protection. Our policies and controls include security measures designed to protect our systems against unauthorized access. We also maintain cybersecurity protection measures covering our information technology systems, including the protection of customer data, vendor data and employee information. We have also implemented specialized training and education programs to guard against cybersecurity incidents, including company-wide communications and presentations, phishing simulations, focused training for specific roles and a general cybersecurity training program required for all employees.

We engage third parties to perform regular reviews of our security controls which includes 24/7/365 security incident and event management as well as vulnerability services and penetration testing. Our processes to identify, assess and manage material risks from cybersecurity threats include risks associated with our use of third-party service providers, including cloud-based platforms. We oversee and identify cybersecurity risks from our third-party service providers in a number of ways, including appropriate due diligence in connection with service provider onboarding, robust security terms and conditions in our third-party service provider contracts and ongoing risk-based monitoring to ensure compliance with our cybersecurity standards. We believe that these policies and controls provide us with an appropriate assessment of potential cybersecurity threats.

As of the date of this Annual Report on Form 10-K (this “Form 10-K”), we are not aware of any risks from any potential cybersecurity threat or from any previous cybersecurity incident that have materially affected or are likely to materially affect our business strategy, results of operations or financial condition. However, the preventative actions we have taken and continue to take to reduce the risk of cybersecurity threats and incidents may not successfully protect against these potential threats and incidents in the future.

Governance

The Company’s Board of Directors is responsible for overseeing management’s identification, assessment and management of key risks, including cybersecurity risks.

Our Director of Information Technology, Mitch Reszczenski, is primarily responsible for assessing and managing our cybersecurity risks. Mr. Reszczenski has over 29 years of extensive information technology experience in highly successful manufacturing, engineering and financial organizations. Mr. Reszczenski provides regular updates on cybersecurity risks and threats and key developments in Company policies, practices and related risk exposures to the Chief Executive Officer and Chief Financial Officer. Additionally, senior management provides an update to the Board of Directors on cybersecurity matters at least once a year, and more often as appropriate. The Board of Directors annually reviews and approves the capital and operating budgets, ultimately reviewing and approving the amount spent by the Company on cybersecurity measures.

Mr. Reszczenski works with senior management to implement and oversee processes for the regular monitoring of our information systems. If a cybersecurity incident involving the Company were to occur, Mr. Reszczenski would engage senior management to initially determine the potential materiality of the incident, the potential need for public disclosure, the timing and extent of the Company’s response and whether any future vulnerabilities are expected. As part of this evaluation, senior management would also identify immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future cybersecurity incidents. After an initial evaluation by senior management, the relevant information regarding the cybersecurity incident and its materiality would be promptly reported to the Company’s Board of Directors for further review and evaluation, including as to whether public disclosure would be required or advisable.

Item 2. Properties.

The Company's production facilities occupy approximately six acres on Tonawanda Island in North Tonawanda, New York and are comprised of four interconnected buildings and two adjacent buildings, each of which is owned by the Company. The production facilities consist of a small parts plant (approximately 4,400 square feet), a large parts plant (approximately 13,500 square feet), and include a facility of approximately 7,000 square feet comprised of a test facility, storage area, pump area and the Company's general offices. One adjacent building is a 27,000 square foot seismic assembly and test facility. This building contains overhead traveling cranes to allow dampers to be built up to 45 feet in length. It is also the site of three long bed damper test machines where seismic dampers manufactured by the Company will be tested at maximum force to satisfy customer specifications. Another adjacent building (approximately 2,000 square feet) is used as a training facility. These facilities total more than 54,000 square feet. Adjacent to these facilities, the Company has a remote test facility used for shock testing. This state-of-the-art test facility is 1,200 square feet. The Company owns two additional industrial buildings on nine acres of land in the City of North Tonawanda located 1.4 miles from the Company’s headquarters on Tonawanda Island. Total area of the two buildings is 46,000 square feet. One building includes a machine shop containing custom-built machinery for boring, deep-hole drilling and turning of parts. Another is used for painting and packaging parts and completed units.

Item 3. Legal Proceedings.

Refer to Note 17, “Legal Proceedings,” to the Notes to Consolidated Financial Statements for additional information regarding the Company’s legal proceedings, which is incorporated by reference into this Item 3.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The Company's common stock, $.025 par value per share (the “Common Stock”), trades on the Nasdaq Stock Market under the symbol “TAYD.”

Holders

As of August 1, 2025, the number of record holders of the Company's Common Stock was 340. A substantial number of shares of the Company's Common Stock are held in street name. The Company believes that the total number of beneficial owners of its Common Stock is approximately 3,400.

Dividends

The Company does not pay a cash dividend and plans to retain cash in the foreseeable future to fund working capital needs.

Item 6. [Reserved].

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Information in this Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-K that does not consist of historical facts are "forward-looking statements." Statements accompanied or qualified by, or containing, words such as "may," "will," "should," "believes," "expects," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," "assume" and "optimistic" constitute forward-looking statements and, as such, are not a guarantee of future performance. These statements involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others: fluctuations in general business cycles and changing economic conditions; variations in timing and amount of customer orders; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company's products, as well as other factors, many or all of which may be beyond the Company's control. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results. Except as required by law, the Company disclaims any obligation to release publicly any updates or revisions to the forward-looking statements herein to reflect any change in the Company's expectations with regard thereto, or any changes in events, conditions or circumstances on which any such statement is based.

Application of Critical Accounting Policies and Estimates

The Company's consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. The preparation of the Company's financial statements requires management to make estimates, assumptions and judgments that affect the amounts reported. These estimates, assumptions and judgments are affected by management's application of accounting policies, which are discussed in Note 1, "Summary of Significant Accounting Policies," of the Notes to Consolidated Financial Statements and elsewhere in the accompanying consolidated financial statements. As discussed below, our financial position or results of operations may be materially affected when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Management believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company's financial statements.

Accounts Receivable

Our ability to collect outstanding receivables from our customers is critical to our operating performance and cash flows. Accounts receivable are stated at an amount management expects to collect from outstanding balances. Management provides for estimated credit losses through a charge to expense and a credit to a valuation allowance based on its assessment of the current status of individual accounts after considering the age of each receivable and communications with the customers involved. Balances that are collected, for which a credit to a valuation allowance had previously been recorded, result in a current-period reversal of the earlier transaction charging expense and crediting a valuation allowance. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable in the current period. The actual amount of accounts written off over the five year period ended May 31, 2025 equaled 0.2% of sales for that period. The balance of the valuation allowance has increased to $564,000 at May 31, 2025 from $29,000 at May 31, 2024 due to the uncertainty of collecting a $751,000 balance overdue on a structural project. The Company is in discussions with the customer regarding payment of this balance.

Inventory

Inventory is stated at the lower of average cost or net realizable value. Average cost approximates first-in, first-out cost.

This inventory is particularly sensitive to technical obsolescence in the near term due to its use in industries characterized by the continuous introduction of new product lines, rapid technological advances, and product obsolescence. Therefore, management of the Company has recorded an allowance for potential inventory obsolescence. Based on certain assumptions and judgments made from the information available at that time, we determine the amount in the inventory allowance. If these estimates and related assumptions or the market changes, we may be required to record additional reserves. Historically, actual results have not varied materially from the Company's estimates. There was $107,000 and $791,000 of inventory disposed of during the years ended May 31, 2025 and 2024, respectively. The provision for potential inventory obsolescence was zero and $386,000 for the years ended May 31, 2025 and 2024, respectively.

Revenue Recognition

Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations.

For contracts with customers in which the Company satisfies a promise to the customer to provide a product that has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date inclusive of profit, the Company satisfies the performance obligation and recognizes revenue over time (generally less than one year), using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material and overhead. Total estimated costs for each of the contracts are estimated based on a combination of historical costs of manufacturing similar products and estimates or quotes from vendors for supplying parts or services towards the completion of the manufacturing process. Adjustments to cost and profit estimates are made periodically due to changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements. These changes may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Any losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. If total costs calculated upon completion of the manufacturing process in the current period for a contract are more than the estimated total costs at completion used to calculate revenue in a prior period, then the profits in the current period will be lower than if the estimated costs used in the prior period calculation were equal to the actual total costs upon completion. Historically, actual results have not varied materially from the Company's estimates. Other sales to customers are recognized upon shipment to the customer based on contract prices and terms.

In the year ended May 31, 2025, 68% of revenue was recorded for contracts in which revenue was recognized over time while 32% was recognized at a point in time. In the year ended May 31, 2024, 59% of revenue was recorded for contracts in which revenue was recognized over time while 41% was recognized at a point in time.

For financial statement presentation purposes, the Company nets progress billings against the total costs incurred and estimated earnings on uncompleted contracts. The asset, "costs and estimated earnings in excess of billings," represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings," represents billings in excess of revenues recognized.

Income Taxes

The provision for income taxes provides for the tax effects of transactions reported in the financial statements regardless of when such taxes are payable. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax and financial statement basis of assets and liabilities. The deferred tax assets relate principally to asset valuation allowances such as inventory obsolescence reserves and bad debt reserves and also to liabilities including warranty reserves, accrued vacation, accrued commissions and others. The deferred tax liabilities relate primarily to differences between financial statement and tax depreciation. Deferred taxes are based on tax laws currently enacted with tax rates expected to be in effect when the taxes are actually paid or recovered.

Realization of the deferred tax assets is dependent on generating sufficient taxable income at the time temporary differences become deductible. The Company provides a valuation allowance to the extent that deferred tax assets may not be realized. A valuation allowance has not been recorded against the deferred tax assets since management believes it is more likely than not that the deferred tax assets are recoverable. The Company considers future taxable income and potential tax planning strategies in assessing the need for a potential valuation allowance. In future years the Company will need to generate approximately $13.6 million of taxable income in order to realize our deferred tax assets recorded as of May 31, 2025 of $2,848,000. This deferred tax asset balance is 31% ($671,000) higher than at the end of the prior year. The amount of the deferred tax assets considered realizable however, could be reduced in the near term if estimates of future taxable income are reduced. If actual results differ from estimated results or if the Company adjusts these assumptions, the Company may need to adjust its deferred tax assets or liabilities, which could impact its effective tax rate.

The Company's practice is to recognize interest related to income tax matters in interest income / expense and to recognize penalties in selling, general and administrative expenses.

The Company and its subsidiary file consolidated federal and state income tax returns. As of May 31, 2025, the Company had state investment tax credit carryforwards of approximately $493,000 expiring through May 2030.

Results of Operations

A summary of the period-to-period changes in the principal items included in the consolidated statements of income is shown below:

Summary comparison of the years ended May 31, 2025 and 2024
		Increase /
		(Decrease)
Sales, net		$1,710,000
Cost of goods sold		$1,071,000
Research and development costs		$56,000
Selling, general and administrative expenses		$436,000
Other income		$(35,000)
Income before provision for income taxes		$112,000
Provision for income taxes		$(302,000)
Net income		$414,000

For the year ended May 31, 2025 (All figures being discussed are for the year ended May 31, 2025 as compared to the year ended May 31, 2024).

	Year ended May 31		Change
	2025	2024	Amount	Percent
Net Revenue	$46,293,000	$44,583,000	$1,710,000	4%
Cost of sales	24,815,000	23,744,000	1,071,000	5%
Gross profit	$21,478,000	$20,839,000	$639,000	3%
… as a percentage of net revenues	46%	47%

The Company's consolidated results of operations showed a 4% increase in net revenues and an increase in net income of 5%. Revenues recorded in the year ended May 31, 2025 for long-term projects (“Project(s)”) were 19% higher than the level recorded in the prior year. We had 37 Projects in process during the year ended May 31, 2025 compared with 39 during the same period last year. Revenues recorded in the year ended May 31, 2025 for other-than long-term projects (non-projects) were 18% lower than the level recorded in the prior year. The number of Projects in-process fluctuates from period to period. The changes from the prior year to the year ended May 31, 2025 are not necessarily representative of future results.

Sales of the Company's products are made to three general groups of customers: industrial, structural and aerospace / defense. The Company saw a 3% increase from last year’s level in sales to structural customers who were seeking seismic / wind protection for either construction of new buildings and bridges or retrofitting existing buildings and bridges along with a 2% increase in sales to customers in aerospace / defense and a 24% increase in sales to customers using our products in industrial applications.

A breakdown of sales to these three general groups of customers, as a percentage of total net revenue for fiscal years ended May 31, 2025 and 2024 is as follows:

	Year ended May 31
	2025	2024
Industrial	9%	8%
Structural	32%	32%
Aerospace / Defense	59%	60%

Total sales within the U.S. decreased 5% from last year. Total sales to Asia increased to $7.0 million from $2.0 million last year. The shift in domestic and international sales concentration from the prior year is attributable to normal changes in structural project activity. Net revenue by geographic region, as a percentage of total net revenue for fiscal years ended May 31, 2025 and 2024 is as follows:

	Year ended May 31
	2025	2024
U.S.	79%	86%
Asia	15%	4%
Other	6%	10%

The gross profit as a percentage of net revenue of 46% in the year ended May 31, 2025 is in line with the same period of the prior year.

At May 31, 2025, we had 142 open sales orders in our backlog with a total sales value of $27.1 million. At May 31, 2024, we had 134 open sales orders in our backlog with a total sales value of $33.1 million. $13.1 million of the current backlog is on Projects already in progress. $18.6 million of the $33.1 million sales order backlog at May 31, 2024 was in progress at that date. 75% of the sales value in the backlog is for aerospace / defense customers compared to 72% at the end of fiscal 2024. As a percentage of the total sales order backlog, orders from structural customers accounted for 19% at May 31, 2025 and 22% at May 31, 2024. The Company expects to recognize revenue for the majority of the backlog during the fiscal year ending May 31, 2026, with the remainder during the fiscal year ending May 31, 2027.

The Company's backlog, revenues, commission expense, gross margins, gross profits, and net income fluctuate from period to period. Total sales in the current period and the changes in the current period compared to the prior period, are not necessarily representative of future results.

Research and Development Costs

	Years ended May 31		Change
	2025	2024	Amount	Percent
R & D	$ 444,000	$ 388,000	$ 56,000	14%
… as a percentage of net revenues	1.0%	0.9%

Research and development costs increased 14% from the prior year.

Selling, General and Administrative Expenses

	Years ended May 31		Change
	2025	2024	Amount	Percent
S G & A	$ 11,407,000	$ 10,971,000	$ 436,000	4%
… as a percentage of net revenues	25%	25%

Selling, general and administrative expenses increased 4% from the prior year, primarily from increased credit loss expense.

Operating Income

Operating income of $9,627,000 for the year ended May 31, 2025 increased 2% from the prior year, primarily from increased revenue.

Other Income

Other income decreased 2% from the prior year. The decrease was driven by short-term investment interest income.

Provision for Income Taxes

The Company's effective tax rate (ETR) is calculated based upon current assumptions relating to the year's operating results and various tax related items. The ETR for the fiscal year ended May 31, 2025 is 15%, compared to the ETR for the prior year of 18%.

A reconciliation of provision for income taxes at the statutory rate to income tax provision at the Company's effective rate is as follows:

	2025	2024
Computed tax provision at the expected statutory rate	$2,317,000	$2,293,000
Tax effect of permanent differences:
Research tax credits	(489,000)	(408,000)
Foreign-derived intangible income deduction	(225,000)	(142,000)
Stock option costs	(12,000)	49,000
Other permanent differences	24,000	3,000
Other	5,000	127,000
	$1,620,000	$1,922,000

The foreign-derived intangible income deduction is a tax deduction provided to corporations that sell goods or services to foreign customers. It became available through the Tax Cuts and Jobs Act of 2017.

Liquidity and Capital Resources, Line of Credit and Long-Term Debt

The Company's primary liquidity requirements depend on its working capital and capital expenditure needs. Working capital consists primarily of cash and short-term investments, inventory, accounts receivable, costs and estimated earnings in excess of billings, accounts payable, accrued expenses and billings in excess of costs and estimated earnings. The Company's primary source of liquidity has been excess cash flow from operations.

Capital expenditures for the year ended May 31, 2025 were $2,602,000 compared to $1,149,000 in the prior year. Current year capital expenditures included new manufacturing machinery, testing equipment, upgrades to technology equipment and assembly / test facility improvements. The Company has commitments to make capital expenditures of approximately $1,853,000 as of May 31, 2025. These capital expenditures will be primarily for new manufacturing and testing equipment.

The Company has a $10,000,000 demand line of credit with M&T Bank, with interest payable at the Company's option of 30, 60 or 90 day SOFR rate plus 2.365%. There is no outstanding balance at May 31, 2025. The line is secured by a negative pledge of the Company's real and personal property and is subject to renewal annually. The bank is not committed to make loans under this line of credit and no commitment fee is charged.

Management believes that the Company's cash on hand, cash flows from operations, and borrowing capacity under the bank line of credit will be sufficient to fund ongoing operations and capital improvements for the next twelve months.

Inventory and Maintenance Inventory

	May 31, 2025		May 31, 2024		Increase /(Decrease)
Raw materials	$627,000		$887,000		$(260,000)	-29%
Work-in-process	7,223,000		6,412,000		811,000	13%
Finished goods	263,000		213,000		50,000	23%
Inventory	8,113,000	88%	7,512,000	83%	601,000	8%
Maintenance and other inventory	1,108,000	12%	1,580,000	17%	(472,000)	-30%
Total	$9,221,000	100%	$9,092,000	100%	$129,000	1%

Inventory turnover	2.7		3.0

Inventory, at $8,113,000 as of May 31, 2025, is eight percent higher than at the prior year-end. Of this, approximately 89% is work in process, 3% is finished goods, and 8% is raw materials. All of the current inventory is expected to be consumed or sold within twelve months. The level of inventory will fluctuate from time to time due to the stage of completion of the non-project sales orders in progress at the time.

The Company disposed of approximately $107,000 and $791,000 of obsolete inventory during the years ended May 31, 2025 and 2024, respectively.

Accounts Receivable, Costs and Estimated Earnings in Excess of Billings (“CIEB”) and Billings in Excess of Costs and Estimated Earnings (“BIEC”)

	May 31, 2025	May 31, 2024	Increase /(Decrease)
Accounts receivable	5,600,000	5,212,000	388,000	7%
CIEB	5,360,000	4,357,000	1,003,000	23%
Less: BIEC	4,382,000	5,601,000	(1,219,000)	-22%
Net	$ 6,578,000	$ 3,968,000	$ 2,610,000	66%

Number of an average day’s sales outstanding in accounts receivable (DSO)	32	39

The Company combines the totals of accounts receivable, the asset CIEB, and the liability BIEC, to determine how much cash the Company will eventually realize from revenue recorded to date. As the accounts receivable figure rises in relation to the other two figures, the Company can anticipate increased cash receipts within the ensuing 30-60 days.

Accounts receivable of $5,600,000 as of May 31, 2025 includes no retainage by customers on long-term construction projects. The number of an average day's sales outstanding in accounts receivable (DSO) was 32 days at May 31, 2025 and 39 days at May 31, 2024. The Company increased its allowance for estimated credit losses to $564,000 at May 31, 2025 from $29,000 at May 31, 2024 due to the uncertainty of collecting a $751,000 overdue balance on a structural project.

The status of the projects in-progress at the end of the current and prior fiscal years have changed in the factors affecting the year-end balances in the asset CIEB, and the liability BIEC:

	2025	2024
Number of projects in progress at year-end	21	19
Aggregate percent complete at year-end	65%	53%
Average total value of projects in progress at year-end	$1,846,000	$2,089,000
Percentage of total value invoiced to customer	64%	56%

There are two more projects in-process at the end of the current fiscal year as compared with the prior year end and the average value of those projects has decreased by 12% between those two dates.

As noted above, CIEB represents revenues recognized in excess of amounts billed. Whenever possible, the Company negotiates a provision in sales contracts to allow the Company to bill, and collect from the customer, payments in advance of shipments. Unfortunately, provisions such as this are often not possible. The $5,360,000 balance in this account at May 31, 2025 is a 23% increase from the prior year end. This increase reflects the higher aggregate level of the percentage of completion of these Projects as of the current year end as compared with the Projects in process at the prior year end. Generally, if progress billings are permitted under the terms of a project sales agreement, then the more complete the project is, the more progress billings will be permitted. The Company expects to bill the entire amount during the next twelve months. 38% of the CIEB balance as of the end of the last fiscal quarter, February 28, 2025, was billed to those customers in the current fiscal quarter ended May 31, 2025. The remainder will be billed as the projects progress, in accordance with the terms specified in the various contracts.

The year-end balances in the CIEB account are comprised of the following components:

	May 31, 2025	May 31, 2024
Costs	$ 8,514,000	$ 9,644,000
Estimated earnings	9,289,000	9,782,000
Less: Billings to customers	12,443,000	15,069,000
CIEB	$ 5,360,000	$ 4,357,000
Number of projects in progress	14	14

As noted above, BIEC represents billings to customers in excess of revenues recognized. The $4,382,000 balance in this account at May 31, 2025 is in comparison to a $5,601,000 balance at the end of the prior year. The balance in this account fluctuates in the same manner and for the same reasons as the account "costs and estimated earnings in excess of billings," discussed above. Final delivery of product under these contracts is expected to occur during the next twelve months.

The year-end balances in this account are comprised of the following components:

	May 31, 2025	May 31, 2024
Billings to customers	$12,253,000	$7,211,000
Less: Costs	3,985,000	933,000
Less: Estimated earnings	3,886,000	677,000
BIEC	$4,382,000	$5,601,000
Number of projects in progress	7	5

Accounts payable, at $1,119,000 as of May 31, 2025, is 22% less than the prior year end. This decrease is normal fluctuation of this account and is not considered to be unusual. The Company expects the current accounts payable amount to be paid during the next twelve months.

Accrued expenses of $4,072,000 decreased 13% from the prior year level of $4,664,000. This change is due to decreases in accrued incentive compensation.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data.

The financial statements and supplementary data required pursuant to this Item 8 are included in this Form 10-K commencing on page F-1 and are incorporated into this Item 8 by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

The Company's chief executive officer (its principal executive officer) and chief financial officer (its principal financial officer) have evaluated the Company's disclosure controls and procedures as of May 31, 2025 and have concluded that, as of the evaluation date, the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms and that information required to be disclosed in the reports the Company files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b)Management's report on internal control over financial reporting.

The Company's management, with the participation of the Company's chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of May 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework, updated in 2013. Based on this assessment, management has concluded that, as of May 31, 2025, the Company's internal control over financial reporting is effective.

(c)Changes in internal control over financial reporting.

There have been no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter ended May 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's control over financial reporting.

Item 9B. Other Information.

Trading Plans

During the three months ended May 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

The information required by Items 10, 11, 12, 13 and 14 of this part will be presented in the Company's Proxy Statement to be delivered to shareholders in connection with the Company’s 2025 Annual Meeting of Shareholders, which information is hereby incorporated by reference into this Form 10-K. The proxy materials, including the Proxy Statement and form of proxy, will be filed with the SEC within 120 days after the Company's fiscal year end.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

DOCUMENTS FILED AS PART OF THIS REPORT:
	Index to Financial Statements:
		(i)		Report of Independent Registered Public Accounting Firm
		(ii)		Consolidated Balance Sheets as of May 31, 2025 and 2024
		(iii)		Consolidated Statements of Income for the years ended May 31, 2025 and 2024
		(iv)		Consolidated Statements of Stockholders' Equity for the years ended May 31, 2025 and 2024
		(v)		Consolidated Statements of Cash Flows for the years ended May 31, 2025 and 2024
		(vi)		Notes to Consolidated Financial Statements - May 31, 2025 and 2024
EXHIBITS:
	3		Articles of incorporation and by-laws
			(i)		Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed August 15, 2024.
			(ii)		By-laws, incorporated by reference to Exhibit 3(v) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2022, filed January 6, 2023.
	4		Instruments defining rights of security holders, including indentures
			(i) (ii)		Rights Agreement by and between the Registrant and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form 8-A, filed October 5, 2018. Letter to Holders of the Registrant’s Common Stock, incorporated by reference to Exhibit 20 to the Registrant’s Registration Statement on Form 8-A, filed October 5, 2018.
			(iii)		Description of Registrant’s Securities, incorporated by reference to Exhibit 4(vi) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019, filed August 2, 2019.

10	Material Contracts
	(i)	2012 Taylor Devices, Inc. Stock Option Plan, incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement for the 2012 annual meeting of shareholders, filed September 21, 2012.#
	(ii)	2015 Taylor Devices, Inc. Stock Option Plan, incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement for the 2015 annual meeting of shareholders, filed September 25, 2015.#
	(iii)	2018 Taylor Devices, Inc. Stock Option Plan, incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement for the 2018 annual meeting of shareholders, filed September 27, 2018.#

		(iv)	2022 Taylor Devices, Inc. Stock Option Plan, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2022 annual meeting of shareholders, filed September 6, 2022.#
		(v)	The 2004 Taylor Devices, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-114085, filed March 31, 2004.
		(vi)	Letter to 2004 Employee Stock Purchase Plan Participants, incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8, File No. 333-114085, filed August 24, 2006.
		(vii)	Letter to Employees of the Registrant, incorporated by reference to Exhibit 4.2 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8, File No. 333-114085, filed August 24, 2006.
		(viii)	Form of Indemnification Agreement between the Registrant and its directors and executive officers, incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2007 annual meeting of shareholders, filed September 27, 2007.#
		(ix)	Management Bonus Policy, incorporated by reference to Exhibit 10(i) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011, filed April 14, 2011.#
		(x)	Line of Credit Agreement between the Registrant and M&T Bank, dated August 30, 2017, incorporated by reference to Exhibit 10(x) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed August 15, 2024.
		(xi)	Amendment to Line of Credit Agreement, dated September 27, 2021, incorporated by reference to Exhibit 10(xi) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed August 15, 2024.
		(xii)	Employment Agreement dated as of June 14, 2018 between the Registrant and Alan R. Klembczyk, incorporated by reference to Exhibit 10(i) to the Registrant’s Current Report on Form 8-K, filed June 19, 2018.#
		(xiii)	Employment Agreement dated as of August 9, 2021 between the Registrant and Timothy J. Sopko, incorporated by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K, filed August 13, 2021.#
		(xiv)	Employment Agreement dated as of September 11, 2023 between the Registrant and Paul M. Heary, incorporated by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K, filed September 11, 2023.#
		(xv)	Executive Retirement and Transition Agreement dated as of January 14, 2025 between the Registrant and Alan R. Klembczyk.#

	19	Taylor Devices, Inc. Policy Against Insider Trading.*
	21	Subsidiaries of the Registrant.*
		Tayco Realty Corporation is a New York corporation organized on September 8, 1977, owned by the Company.
	23	Consent of Independent Registered Public Accounting Firm (appears on page 21 immediately preceding the Consolidated Financial Statements).*

Officer Certifications*

(i)

Rule 13a-14(a) Certification of Chief Executive Officer.

(ii)

Rule 13a-14(a) Certification of Chief Financial Officer.

32	Officer Certifications**
	(i)	Section 1350 Certification of Chief Executive Officer.
	(ii)	Section 1350 Certification of Chief Financial Officer.
97	Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed August 15, 2024.
101	Inline XBRL Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
	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 – the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101

* Exhibit filed with this report.

**Exhibit furnished with this report.

# Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary.

None.

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.

TAYLOR DEVICES, INC.
(Registrant)

By:	/s/Timothy J. Sopko	Date:	August 15, 2025
	Timothy J. Sopko
	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Timothy J. Sopko

By:

/s/Paul Heary

Timothy J. Sopko

Chief Executive Officer and Director

(Principal Executive Officer)

August 15, 2025

Paul Heary

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

August 15, 2025

By:	/s/John Burgess	By:	/s/Robert M. Carey
	John Burgess, Director		Robert M. Carey, Director
	August 15, 2025		August 15, 2025

By:	/s/F. Eric Armenat	By:	/s/Alan R. Klembczyk
	F. Eric Armenat, Director		Alan R. Klembczyk, Director
	August 15, 2025		August 15, 2025

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors of

Taylor Devices, Inc.

Gentlemen:

We hereby consent to the incorporation by reference in this Annual Report on Form 10-K (Commission File Number 0-3498) of Taylor Devices, Inc. of our report dated August 15, 2025 and any reference thereto in the Annual Report to Shareholders for the fiscal year ended May 31, 2025.

We also consent to such incorporation by reference in Registration Statement Nos. 333-114085, 333-184809, 333-210660, 333-232121, and 333-268120 of Taylor Devices, Inc. on Form S-8 of our report dated August 15, 2025.

/s/Lumsden & McCormick, LLP

Lumsden & McCormick, LLP

PCOAB ID: 130

Buffalo, New York

August 15, 2025

TAYLOR DEVICES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2025

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Taylor Devices, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Taylor Devices, Inc. and Subsidiary (the Company) as of May 31, 2025 and 2024, and the related consolidated statements of income, stockholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial condition of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Cost Estimates for Long-Term Contracts and Related Revenue Recognition

Description of the Matter

As more fully described in Note 1 to the consolidated financial statements, the Company recognizes revenue over time for long-term contracts as goods are produced. The Company uses costs incurred as the method to determine progress, and revenue is recognized based on costs incurred to date plus an estimate of margin at completion. The process of estimating margin at completion involves estimating the costs to complete production of goods and comparing those costs to the estimated final revenue amount. Long-term contracts are inherently uncertain in that revenue is fixed while the estimates of costs required to complete these contracts are subject to significant variability. Due to the technical performance requirements in many of these contracts, changes to cost estimates could occur, resulting in higher or lower margins when the contracts are completed.

Given the inherent uncertainty and significant judgments necessary to estimate future costs at completion, auditing these estimates involved a focused audit effort and a high degree of auditor judgment.

How We Addressed the Matter in Our Audit

Our auditing procedures related to the cost estimates for long-term contracts and related revenue recognition included the following, among others:

·We evaluated the appropriateness and consistency of management’s methods used to develop its estimates.

·We evaluated the reasonableness of judgments made and significant assumptions used by management relating to key estimates.

·We selected a sample of executed contracts to understand the contract, perform an independent assessment of the appropriate timing of revenue recognition, and test the mathematical accuracy of revenue recognized based on costs incurred to date relative to total estimated costs at completion.

·We performed inquiries of the Company’s project managers and others directly involved with the contracts to evaluate project status and project challenges which may affect total estimated costs to complete. We also observed the project work site when key estimates related to tangible or physical progress of the project.

·We tested the accuracy and completeness of the data used to develop key estimates, including material, labor, overhead, and sub-contractor costs.

·We performed retrospective reviews of prior year long-term contracts, comparing actual performance to estimated performance and the related financial statement impact, when evaluating the thoroughness and precision of management’s estimation process in previous years.

Valuation of Inventory

Description of the Matter

As of May 31, 2025, the Company’s inventory balance was $8.1 million, net of a $23,000 allowance for obsolescence, its maintenance and other inventory balance was $1.1 million, net of an approximate $765,000 allowance for obsolescence. As discussed in Note 5, maintenance and other inventory represents certain items that are estimated to have a product life-cycle in excess of twelve months the Company is required to maintain for service of products sold and items that are generally subject to spontaneous ordering. The Company evaluates its inventory for obsolescence on an ongoing basis by considering historical usage as well as requirements for future orders.

Given the inherent uncertainty and significant judgments necessary to estimate potential inventory obsolescence, auditing management’s estimates involved a high degree of auditor judgment.

F-3

How We Addressed the Matter in Our Audit

Our auditing procedures related to valuation of inventory included the following, among others:

·We evaluated the appropriateness and consistency of management’s methods used to develop its estimates.

·We evaluated the reasonableness of judgments made and significant assumptions used by management relating to key estimates.

·We inquired of management relative to write-offs of inventory during the year.

·We tested the completeness and accuracy of management’s schedule of inventory.

·We developed an independent expectation of the obsolescence reserve based on our knowledge of the Company’s inventory, including analysis of slow-moving items and historical usage and compared it to actual.

·We examined management’s lower of cost or net realizable value analysis and performed procedures to test its completeness and accuracy.

·We selected a sample of material purchases made during the year to ensure they were included in inventory at the proper value.

·During our physical inventory observation, we toured the Company’s warehouses and examined inventory on hand for any indications of obsolescence.

/s/Lumsden & McCormick, LLP

Lumsden & McCormick, LLP

PCOAB ID: 130

We have served as the Company’s auditor since 1998.

Buffalo, New York

August 15, 2025

F-4

TAYLOR DEVICES, INC. AND SUBSIDIARY

Consolidated Balance Sheets

May 31,			2025	2024

Assets
Current assets:
	Cash and cash equivalents		$1,190,656	$2,831,471
	Short-term investments		34,799,367	28,131,279
	Accounts and other receivables, net (Note 2)		5,599,785	5,212,408
	Inventory (Note 3)		8,113,321	7,512,052
	Prepaid expenses		1,124,878	725,506
	Prepaid income taxes		94,333	-
	Costs and estimated earnings in excess of billings (Note 4)		5,360,499	4,356,565
		Total current assets	56,282,839	48,769,281

Maintenance and other inventory, net (Note 5)			1,107,875	1,579,829
Property and equipment, net (Note 6)			12,074,172	11,180,933
Patents, net			270,370	292,593
Cash value of life insurance, net			219,444	214,824
Other assets			65,420	27,343
Deferred income taxes (Note 10)			1,598,000	1,012,615
			$71,618,120	$63,077,418
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable		$1,119,240	$1,438,847
	Accrued expenses (Note 8)		4,072,436	4,664,463
	Billings in excess of costs and estimated earnings (Note 4)		4,382,067	5,601,274
	Accrued income taxes		-	126,148
		Total current liabilities	9,573,743	11,830,732


Stockholders' Equity:
	Common stock, $0.025 par value, authorized 8,000,000 shares, issued 4,196,470 and 4,165,315 shares		104,835	104,056
	Paid-in capital		14,544,580	12,959,531
	Retained earnings		60,540,154	51,127,018
			75,189,569	64,190,605
	Treasury stock – 1,051,688 and 1,046,742 shares at cost		(13,145,192)	(12,943,919)
		Total stockholders' equity	62,044,377	51,246,686
			$71,618,120	$63,077,418

See notes to consolidated financial statements.

F-5

TAYLOR DEVICES, INC. AND SUBSIDIARY

Consolidated Statements of Income

For the years ended May 31,	2025	2024


Sales, net (Note 9)	$46,292,725	$44,582,807

Cost of goods sold	24,814,581	23,743,554

Gross profit	21,478,144	20,839,253
Research and development costs	444,000	388,476
Selling, general and administrative expenses	11,406,817	10,971,358

Operating income	9,627,327	9,479,419

Other income
Interest, net	1,402,440	1,426,584
Miscellaneous	3,369	14,759
Total other income, net	1,405,809	1,441,343

Income before provision for income taxes	11,033,136	10,920,762

Provision for income taxes (Note 10)	1,620,000	1,922,000

Net income	$9,413,136	$8,998,762

Basic earnings per common share (Note 11)	$3.01	$2.68
Diluted earnings per common share (Note 11)	$2.87	$2.58

See notes to consolidated financial statements.

F-6

TAYLOR DEVICES, INC. AND SUBSIDIARY

Consolidated Statements of Stockholders’ Equity

For the years ended May 31,		2025	2024

Common Stock
	Beginning of period	$104,056	$102,127
	Issuance of shares for employee stock purchase plan	4	10
	Issuance of shares for employee stock option plan	775	1,919
	End of period	104,835	104,056

Paid-in Capital
	Beginning of period	12,959,531	10,947,089
	Issuance of shares for employee stock purchase plan	6,432	9,904
	Issuance of shares for employee stock option plan	356,108	955,286
	Stock options issued for services	1,222,509	1,047,252
	End of period	14,544,580	12,959,531

Retained Earnings
	Beginning of period	51,127,018	42,128,256
	Net income	9,413,136	8,998,762
	End of period	60,540,154	51,127,018

Treasury Stock
	Beginning of period	(12,943,919)	(3,084,742)
	Issuance of shares for employee stock option plan	(201,273)	(715,599)
	Repurchase of shares	-	(9,143,578)
	End of period	(13,145,192)	(12,943,919)

	Total stockholders' equity	$62,044,377	$51,246,686

See notes to consolidated financial statements

F-7

TAYLOR DEVICES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the years ended May 31,					2025	2024

Operating activities:
	Net income				$9,413,136	$8,998,762
	Adjustments to reconcile net income to net cash flows from operating activities:
		Depreciation			1,708,849	1,690,239
		Amortization			22,223	7,407
		Stock options issued for services			1,222,509	1,047,252
		Credit loss expense			535,000	-
		Provision for inventory obsolescence			-	385,744
		Deferred income taxes			(585,385)	(444,000)
		Changes in other assets and liabilities:
			Accounts and other receivables		(922,377)	341,096
			Inventory		(129,315)	(2,533,181)
			Prepaid expenses		(399,372)	(285,899)
			Prepaid income taxes		(94,333)	228,947
			Costs and estimated earnings in excess of billings		(1,003,934)	(232,383)
			Accounts payable		(319,607)	(278,810)
			Accrued expenses		(592,027)	586,141
			Billings in excess of costs and estimated earnings		(1,219,207)	3,608,804
			Accrued income taxes		(126,148)	126,148
			Other assets		(38,077)	(27,343)
				Net operating activities	7,471,935	13,218,924

Investing activities:
	Acquisition of property and equipment				(2,602,088)	(1,149,388)
	Patent expenditures				-	(300,000)
	Increase in short-term investments				(6,668,088)	(3,616,522)
	Increase in cash value of life insurance				(4,620)	(4,704)
				Net investing activities	(9,274,796)	(5,070,614)

Financing activities:
	Proceeds from issuance of common stock				363,319	967,119
	Acquisition of treasury stock				(201,273)	(9,859,177)
	Net financing activities				162,046	(8,892,058)

				Net change in cash and cash equivalents	(1,640,815)	(743,748)

Cash and cash equivalents - beginning					2,831,471	3,575,219
				Cash and cash equivalents - ending	$1,190,656	$2,831,471

See notes to consolidated financial statements.

F-8

TAYLOR DEVICES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies:

Nature of Operations:

Taylor Devices, Inc. (the Company) manufactures and sells a single group of very similar products that have many different applications for customers. These similar products are included in one of nine categories; namely, Seismic Dampers, Fluidicshoks®, Crane and Industrial Buffers, Self-Adjusting Shock Absorbers, Liquid Die Springs, Vibration Dampers, Machined Springs, Custom Shock and Vibration Isolators, and Custom Actuators for use in various types of machinery, equipment and structures, primarily to customers which are located throughout the United States and several foreign countries. The products are manufactured at the Company's sole operating facility in the United States where all of the Company's long-lived assets reside. Management does not track or otherwise account for sales broken down by these categories.

The chief operating decision maker is the Chief Executive Officer who assesses performance for the business (and lone segment) and decides how to allocate resources based on net income as reported in a format consistent with the consolidated statements of income included in these consolidated financial statements. The measure of segment assets is as reported on the consolidated balance sheets in these consolidated financial statements.

79% of the Company's 2025 revenue was generated from sales to customers in the United States and 15% was from sales to customers in Asia. Remaining sales were to customers in other countries in North America, Europe, Australia, and South America.

86% of the Company's 2024 revenue was generated from sales to customers in the United States and 4% was from sales to customers in Asia. Remaining sales were to customers in other countries in North America, Europe, Australia, and South America.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tayco Realty Corporation (Realty). All inter-company transactions and balances have been eliminated in consolidation.

Subsequent Events:

The Company has evaluated events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were issued.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents:

The Company includes all highly liquid investments in money market funds in cash and cash equivalents on the accompanying balance sheets.

Cash and cash equivalents in financial institutions may exceed insured limits at various times during the year and subject the Company to concentrations of credit risk.

F-9

Short-Term Investments:

At times, the Company invests excess funds in liquid interest earning instruments. Short-term investments at May 31, 2025 and May 31, 2024 include money market funds, U.S. treasury securities and corporate bonds stated at fair value, which approximates cost. Unrealized holding gains and losses would be presented as a separate component of accumulated other comprehensive income, net of deferred income taxes. Realized gains and losses on the sale of investments are determined using the specific identification method.

The short-term investments are valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings.

Accounts and Other Receivables:

Accounts and other receivables are stated at an amount management expects to collect from outstanding balances. Management provides for estimated credit losses through a charge to expense and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to the receivable.

Inventory:

Inventory is stated at the lower of average cost or net realizable value. Average cost approximates first-in, first-out cost.

Property and Equipment:

Property and equipment is stated at cost net of accumulated depreciation. Depreciation is provided primarily using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting purposes. Maintenance and repairs are charged to operations as incurred; significant improvements are capitalized.

Cash Value of Life Insurance:

Cash value of life insurance is stated at the surrender value of the contracts.

Revenue Recognition:

Revenue is recognized (generally at fixed prices) when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations.

F-10

Progress payments are typically negotiated for longer term projects. Payments are otherwise due once performance obligations are complete (generally at shipment and transfer of title). For financial statement presentation purposes, the Company nets progress billings against the total costs incurred on uncompleted contracts. The asset, “costs and estimated earnings in excess of billings,” represents revenues recognized in excess of amounts billed. The liability, “billings in excess of costs and estimated earnings,” represents billings in excess of revenues recognized.

If applicable, the Company recognizes an asset for the incremental material costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year and the costs are expected to be recovered. As of May 31, 2025 and 2024, the Company does not have material incremental costs on any open contracts with an original expected duration of greater than one year, and therefore such costs are expensed as incurred. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer.

Shipping and Handling Costs:

Shipping and handling costs on incoming inventory items are classified as a component of cost of goods sold, while shipping and handling costs on outgoing shipments to customers are classified as a component of selling, general and administrative expenses. The amounts of these costs classified as a component of selling, general and administrative expenses were $239,182 and $190,939 for the years ended May 31, 2025 and 2024. Shipping and handling activities that occur after the customer has obtained control of the product are considered fulfillment activities, not performance obligations.

Income Taxes:

The Company's practice is to recognize interest related to income tax matters in interest income / expense and to recognize penalties in selling, general and administrative expenses. The Company did not have any accrued interest or penalties included in its consolidated balance sheets at May 31, 2025 and 2024. The Company recorded no interest expense or penalties in its consolidated statements of income during the years ended May 31, 2025 and 2024.

The Company believes it is no longer subject to examination by federal and state taxing authorities for years prior to May 31, 2022.

Sales Taxes:

Certain jurisdictions impose a sales tax on Company sales to nonexempt customers. The Company collects these taxes from customers and remits the entire amount as required by the applicable law. The Company excludes from revenues and expenses the tax collected and remitted.

Stock-Based Compensation:

The Company measures compensation cost arising from the grant of share-based payments to employees at fair value and recognizes such cost in income over the period during which the employee is required to provide service in exchange for the award. The stock-based compensation expense for the years ended May 31, 2025 and 2024 was $1,222,509 and $1,047,252.

F-11

New Accounting Standards:

Any recently issued Accounting Standards Codification (ASC) guidance has either been implemented or is not significant to the Company.

2. Accounts and Other Receivables:

	2025	2024
Customers	$6,164,251	$5,241,874
Customers – retention	-	-
	6,164,251	5,241,874
Less allowance for estimated credit losses	564,466	29,466
	$5,599,785	$5,212,408

Retention receivable from customers represents amounts invoiced to customers where payments have been partially withheld pending completion of the project. The Company increased its allowance for estimated credit losses due to the uncertainty of collecting a $751,000 balance overdue on a structural project. The Company is in discussion with the customer regarding payment of this balance.

All other amounts are expected to be collected within the next fiscal year.

3. Inventory:

	2025	2024
Raw materials	$627,616	$886,947
Work-in-process	7,222,613	6,412,497
Finished goods	286,092	271,608
	8,136,321	7,571,052
Less allowance for obsolescence	23,000	59,000
	$8,113,321	$7,512,052

4. Costs and Estimated Earnings on Uncompleted Contracts:

	2025	2024
Costs incurred on uncompleted contracts	$12,499,313	$10,576,401
Estimated earnings	13,175,240	10,459,240
	25,674,553	21,035,641
Less billings to date	24,696,121	22,280,350
	$978,432	$(1,244,709)

Amounts are included in the accompanying balance sheets under the following captions:

	2025	2024
Costs and estimated earnings in excess of billings	$5,360,499	$4,356,565
Billings in excess of costs and estimated earnings	4,382,067	5,601,274
	$978,432	$(1,244,709)

F-12

The following summarizes the status of Projects in progress as of May 31, 2025 and 2024:

	2025	2024
Number of Projects in progress	21	19
Aggregate percent complete	65%	53%
Aggregate amount remaining	$13,100,204	$18,650,312
Percentage of total value invoiced to customer	64%	56%

The Company expects to recognize the majority of remaining revenue on all open projects during the May 31, 2026 fiscal year.

Revenue recognized during the years ended May 31, 2025 and 2024 for amounts included in billings in excess of costs and estimated earnings as of the beginning of the year amounted to $5,601,000, and $1,992,000.

5. Maintenance and Other Inventory:

	2025	2024
Maintenance and other inventory	$ 1,872,931	$ 2,416,748
Less allowance for obsolescence	765,056	836,919
	$ 1,107,875	$ 1,579,829

Maintenance and other inventory represent stock that is estimated to have a product life-cycle in excess of twelve-months. This stock represents certain items the Company is required to maintain for service of products sold, and items that are generally subject to spontaneous ordering. This inventory is particularly sensitive to technical obsolescence in the near term due to its use in industries characterized by the continuous introduction of new product lines, rapid technological advances and product obsolescence. Therefore, management of the Company has recorded an allowance for potential inventory obsolescence. $107,000 and $791,000 of inventory was disposed of during the years ended May 31, 2025 and 2024. The provision for potential inventory obsolescence was zero and $386,000 for the years ended May 31, 2025 and 2024. The Company continues to rework slow-moving inventory, where applicable, to convert it to product to be used on customer orders.

6. Property and Equipment:

	2025	2024
Land	$195,220	$195,220
Buildings and improvements	10,160,842	10,054,459
Machinery and equipment	17,950,644	15,956,076
Office furniture and equipment	3,193,150	3,113,921
Autos and trucks	91,717	24,818
Land improvements	662,168	662,168
	32,253,741	30,006,662
Less accumulated depreciation	20,179,569	18,825,729
	$12,074,172	$11,180,933

Depreciation expense was $1,708,849 and $1,690,239 for the years ended May 31, 2025 and 2024.

The Company has commitments to make capital expenditures of approximately $1,853,000 as of May 31, 2025.

F-13

7. Short-Term Borrowings:

The Company has available a $10,000,000 bank demand line of credit from a bank, with interest payable at the Company's option of 30, 60 or 90 day SOFR rate plus 2.365%. The line is secured by a negative pledge of the Company's real and personal property and is subject to renewal annually.

There is no amount outstanding under the line of credit at May 31, 2025 or 2024.

The Company uses a cash management facility under which the bank draws against the available line of credit to cover checks presented for payment on a daily basis. Outstanding checks under this arrangement totaled $97,673 and $372,347 as of May 31, 2025 and 2024. These amounts are included in accounts payable on the accompanying balance sheets.

8. Accrued Expenses:

	2025	2024
Customer deposits	$104,825	$285,689
Personnel costs	3,214,157	3,763,777
Other	753,454	614,997
	$4,072,436	$4,664,463

9. Sales:

The Company manufactures and sells a single group of very similar products that have many different applications for customers. These similar products are included in one of nine categories; namely, Seismic Dampers, Fluidicshoks®, Crane and Industrial Buffers, Self-Adjusting Shock Absorbers, Liquid Die Springs, Vibration Dampers, Machined Springs, Custom Shock and Vibration Isolators, and Custom Actuators. Management does not track or otherwise account for sales broken down by these categories. Sales of the Company's products are made to three general groups of customers: industrial, structural and aerospace / defense. A breakdown of sales to these three general groups of customers is as follows:

	2025	2024
Structural	$ 14,827,044	$ 14,406,863
Aerospace / Defense	27,134,038	26,675,321
Industrial	4,331,643	3,500,623
	$ 46,292,725	$ 44,582,807

Sales to two customers approximated 36% (21% and 15% respectively) of net sales for 2025. Sales to a single customer approximated 21% of net sales for 2024.

10. Income Taxes:

	2025		2024
Current tax provision:
Federal		$2,204,000	$2,365,000
State		1,000	1,000
		2,205,000	2,366,000
Deferred tax provision (benefit):
Federal		(585,000)	(444,000)
State		-	-
		(585,000)	(444,000)
		$1,620,000	$1,922,000

F-14

A reconciliation of provision for income taxes at the statutory rate to income tax provision at the Company's effective rate is as follows:

	2025	2024
Computed tax provision at the expected statutory rate	$2,317,000	$2,293,400
Tax effect of permanent differences:
Research tax credits	(489,692)	(407,675)
Foreign-derived intangible income deduction	(224,700)	(142,100)
Stock option costs	(11,682)	48,500
Other permanent differences	24,300	2,800
Other	4,774	127,075
	$1,620,000	$1,922,000
Effective income tax rate	14.7%	17.6%

Significant components of the Company's deferred tax assets and liabilities consist of the following:

	2025	2024
Deferred tax assets:
Allowance for estimated credit losses	$118,500	$6,200
Tax inventory adjustment	52,600	57,300
Allowance for obsolete inventory	165,500	188,100
Accrued vacation	169,600	163,000
Warranty reserve	112,500	100,700
R&D capitalization	2,111,200	1,479,800
Stock options issued for services	117,700	181,200
	2,847,600	2,176,300
Deferred tax liabilities:
Excess tax depreciation	(1,249,600)	(1,163,685)
Net deferred tax assets	$1,598,000	$1,012,615

Realization of the deferred tax assets is dependent on generating sufficient taxable income at the time temporary differences become deductible. The Company provides a valuation allowance to the extent that deferred tax assets may not be realized. A valuation allowance has not been recorded against the deferred tax assets since management believes it is more likely than not that the deferred tax assets are recoverable. The Company considers future taxable income and potential tax planning strategies in assessing the need for a potential valuation allowance. The amount of the deferred tax assets considered realizable however, could be reduced in the near term if estimates of future taxable income are reduced. The Company will need to generate approximately $13.6 million in taxable income in future years in order to realize the deferred tax assets recorded as of May 31, 2025 of $2,847,600.

The Company and its subsidiary file consolidated Federal and State income tax returns. As of May 31, 2025, the Company had State investment tax credit carryforwards of approximately $493,000 expiring through May 2030.

F-15

11. Earnings Per Common Share:

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding for the period. Diluted earnings per common share reflects the weighted-average common shares outstanding and dilutive potential common shares, such as stock options.

A reconciliation of weighted-average common shares outstanding to weighted-average common shares outstanding assuming dilution is as follows:

	2025	2024
Average common shares outstanding	3,131,134	3,353,077
Common shares issuable under stock option plans	147,555	135,711
Average common shares outstanding assuming dilution	3,278,689	3,488,788

12. Employee Stock Purchase Plan:

In March 2004, the Company reserved 295,000 shares of common stock for issuance pursuant to a non-qualified employee stock purchase plan. Participation in the employee stock purchase plan is voluntary for all eligible employees of the Company. Purchase of common shares can be made by employee contributions through payroll deductions and without brokers’ fees. At the end of each calendar quarter, the employee contributions will be applied to the purchase of common shares using a share value equal to the mean between the closing bid and ask prices of the stock on that date. These shares are distributed to the employees at the end of each calendar quarter or upon withdrawal from the plan. During the years ended May 31, 2025 and 2024, 155 ($32.51 to $49.40 price per share) and 372 ($21.70 to $48.89 price per share) common shares, respectively, were issued to employees. As of May 31, 2025, 215,838 shares were reserved for further issue.

13. Stock Option Plans:

In 2022, the Company adopted a stock option plan which permits the Company to grant both incentive stock options and non-qualified stock options. The incentive stock options qualify for preferential treatment under the Internal Revenue Code. Under this plan, 260,000 shares of common stock have been reserved for grant to key employees and directors of the Company and 233,800 shares have been granted as of May 31, 2025. Under the plan, the option price may not be less than the fair market value of the stock at the time the options are granted. Options vest immediately and expire ten years from the date of grant.

Using the Black-Scholes option pricing model, the weighted average estimated fair value of each option granted under the plan was $13.61 during 2025 and $12.32 during 2024. The pricing model uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company's stock. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of options granted is derived from previous history of stock exercises from the grant date and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise and employee termination assumptions under the valuation model. The Company has never paid dividends on its common stock and does not anticipate doing so in the foreseeable future.

	2025	2024
Risk-free interest rate	3.87%	4.00%
Expected life in years	4.2	4.3
Expected volatility	39%	37%
Expected dividend yield	0%	0%

F-16

The following is a summary of stock option activity:

	Shares	Weighted Average Exercise Price	Intrinsic Value
Outstanding - May 31, 2023	333,000	$12.70	$2,016,961
Options granted	85,000	$34.04
Less: options exercised	76,750	$12.54
Less: options expired	750	-
Outstanding - May 31, 2024	340,500	$18.07	$11,185,815
Options granted	89,800	$37.24
Less: options exercised	31,000	$11.51
Less: options expired	-	-
Outstanding - May 31, 2025	399,300	$22.89	$6,341,305

We calculated intrinsic value for those options that had an exercise price lower than the market price of our common shares as of the balance sheet dates. The aggregate intrinsic value of outstanding options as of the end of each fiscal year is calculated as the difference between the exercise price of the underlying options and the market price of our common shares for the options that were in-the-money at that date (309,500 at May 31, 2025 and 340,500 at May 31, 2024). The Company's closing stock price was $36.93 and $50.92 as of May 31, 2025 and 2024. As of May 31, 2025, there are 26,200 options available for future grants under the 2022 stock option plan. $356,883 was received from the exercise of options during the fiscal year ended May 31, 2025; $957,205 was received from the exercise of options during the fiscal year ended May 31, 2024.

The following table summarizes information about stock options outstanding at May 31, 2025:

Outstanding and Exercisable
Range of Exercise Prices	Number of Options	Weighted Average Remaining Years of Contractual Life	Weighted Average Exercise Price
$ 9.01-$10.00	45,000	5.8	$ 9.71
$10.01-$11.00	15,250	3.7	$10.21
$11.01-$12.00	99,000	5.4	$11.72
$12.01-$13.00	6,000	1.7	$12.41
$13.01-$14.00	10,000	1.9	$13.80
$16.01-$17.00	10,000	0.9	$16.40
$19.01-$20.00	47,500	7.3	$19.89
$20.01-$21.00	33,750	8.4	$20.78
$30.01-$31.00	43,000	9.9	$30.55
$43.01-$44.00	46,800	9.4	$43.38
$46.01-$47.00	43,000	8.9	$46.99
$ 9.01-$47.00	399,300	6.9	$22.89

F-17

The following table summarizes information about stock options outstanding at May 31, 2024:

Outstanding and Exercisable
Range of Exercise Prices	Number of Options	Weighted Average Remaining Years of Contractual Life	Weighted Average Exercise Price
$ 9.01-$10.00	55,000	7.0	$ 9.67
$10.01-$11.00	15,250	4.7	$10.21
$11.01-$12.00	106,250	6.5	$11.72
$12.01-$13.00	19,000	1.5	$12.36
$13.01-$14.00	10,000	2.9	$13.80
$16.01-$17.00	10,000	1.9	$16.40
$19.01-$20.00	47,500	8.3	$19.89
$20.01-$21.00	34,500	9.4	$20.78
$46.01-$47.00	43,000	9.9	$46.99
$ 9.01-$47.00	340,500	6.9	$18.07

14. Retirement Plan:

The Company maintains a retirement plan for essentially all employees pursuant to Section 401(k) of the Internal Revenue Code. The Company matches a percentage of employee voluntary salary deferrals subject to limitations. The Company may also make discretionary contributions as determined annually by the Company's Board of Directors. The amount expensed under the plan was $462,445 and $431,720 for the years ended May 31, 2025 and 2024.

15. Fair Value of Financial Instruments:

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

The fair values of short-term investments were determined as described in Note 1.

16. Cash Flows Information:

	2025	2024

Interest paid	None	None

Income taxes paid	$2,425,000	$2,010,000

17. Legal Proceedings:

The Company has been named as a third-party defendant in an action captioned Board of Managers of the 432 Park Condominium, et al. v. 56th and Park (NY) Owner LLC, et al. (the “Action”).

The Action was filed on or about September 23, 2021. In the Action, the Board of Managers of 432 Park Condominium (the “Owner”), a condominium association for a high-rise condominium building (the “Building”) located at 432 Park Avenue in New York, N.Y., asserts a claim against the condominium sponsor, 56th and Park (NY) Owner LLC (the “Sponsor”) for damages arising from construction and design defects to the residential and commercial units at the Building.

The Sponsor subsequently filed a third-party complaint against LendLease Construction (US) LMB (“LendLease”) and other parties involved in the Building’s design. As to LendLease, the third-party complaint alleges breach of a construction management contract between LendLease and the Sponsor and negligence arising from purported failure to perform under the contract, and seeks indemnification against any damages asserted against the Sponsor by the Owner.

LendLease subsequently initiated a third-party complaint seeking indemnification from entities with whom LendLease had contracted for the supply of materials and services in connection with construction of the Building.

F-18

The third-party complaint also names the Company as a third-party defendant based upon a contract between the Company and LendLease to supply 16 Viscous Damping Devices that were incorporated into a Tuned Mass Damper system designed by a third party to limit accelerations of the Building during wind events. The Company has timely filed and served an answer denying the allegations in LendLease’s third party complaint.

The Action, and all of the related third-party actions, are pending in the Commercial Division of the Supreme Court, New York County.

Discovery relating to the Action remains ongoing and is expected to conclude on or about December 24, 2025, and the deadline to file dispositive motions has been extended to March 11, 2026.

At present, the Company is unable to determine the likelihood of an unfavorable outcome or to quantify a potential loss.

F-19

EX-10.14 2 td_ex10z14.htm EXECUTIVE RETIREMENT AND TRANSITION AGREEMENT Executive Retirement And Transition Agreement

EXECUTIVE RETIREMENT AND TRANSITION AGREEMENT

This Executive Retirement and Transition Agreement (the “Retirement Agreement”) is made and entered into as of January 14, 2025, by and between Alan R. Klembczyk (“Executive”) and Taylor Devices, Inc. (the “Company”), hereinafter collectively referred to as the “Parties.”

RECITALS

A.WHEREAS, the Executive has provided the Company with notice of his intention to retire as President of the Company; and

B.WHEREAS, the Company wishes to assure itself of the Executive’s continuing employment with the Company to facilitate the orderly transition of the Executive’s duties.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. RETIREMENT AND TRANSITION

1.1.Retirement. Executive acknowledges and agrees that Executive will retire from his position as President of the Company effective June 1, 2025 (the “Retirement Date”).

1.2.Interim Period. During the period between the date of this Retirement Agreement and the Retirement Date (the “Interim Period”), Executive will continue in his position as the Company’s President, and will continue to perform the functions of that office in accordance with the terms of Executive’s employment agreement with the Company dated June 1, 2018 (the “Employment Agreement”). In addition, during the Interim Period, Executive will cooperate with and provide assistance to the Company in the orderly transition of his duties to any persons identified by the Company.

1.3.Transition. From and after the Retirement Date and continuing until November 30, 2025 (the “Transition Period”), Executive will continue his employment with the Company in order to provide transition and support services to the Company as may be reasonably requested by the Company from time to time, which services are expected to require on average 10 hours per week of Executive’s time.

2. COMPENSATION

2.1.Base Salary; Employee Benefits. During the Interim Period and thereafter through the expiration of the Transition Period, Executive (i) will continue to receive his annualized base salary that is in effect on the date of this Agreement and (ii) will remain eligible to participate in the Company’s employee benefit programs subject to and in accordance with the terms and conditions of those employee benefit programs.

2.2.2025 Annual Bonus. If Executive remains employed in good standing with the Company through the end of the Interim Period, or if prior to the end of the Interim Period, Executive’s employment is terminated by the Company without Cause (as such term is defined in the Employment Agreement), Executive will be eligible for an annual bonus with respect to the Company’s 2025 fiscal year. Any annual bonus earned by Executive for the Company’s 2025 fiscal year will be paid to Executive at the same time annual bonuses for the Company’s 2025 fiscal year are paid to the executive officers of the Company, which is expected to be in no event later than August 31, 2025.

2.3.2025 Stock Option Award. During the Interim Period, Executive shall be eligible to receive a stock option award with respect to the Company’s 2025 fiscal year pursuant to the 2022 stock option plan of the Company.

2.4.Stock Options. If Executive remains employed in good standing with the Company through the end of the Transition Period, all unexercised stock options then held by Executive will, to the extent vested and outstanding as of the end of Transition Period, remain exercisable until the earlier of (i) the latest date upon which the applicable stock option could have expired by its original terms under any circumstances, or (ii) the tenth anniversary of the original date of grant of the applicable stock option. Executive acknowledges and understands that to the extent any stock options referenced in this Section 2.4 were designated as incentive stock options at the time such stock options were granted, all of those stock options shall cease to qualify as incentive stock options as a result of the extension of the exercise period for those stock options in accordance with this Section 2.4.

2.5.Death Benefit. Notwithstanding anything to the contrary in this Retirement Agreement, Executive’s rights to a death benefit under Section 4.3 of the Employment Agreement will continue through the end of the Transition Period.

2.6.COBRA. To the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and by the Company’s current group health plan, Executive may be eligible to continue group health insurance benefits at his own expense after the expiration of the Interim Period. The Company will provide Executive with separate written notice of his rights and obligations under COBRA.

2.7.Conditions. Executive’s entitlement to the payments and benefits described in this Retirement Agreement, including under Section 2.4 hereof, is expressly conditioned upon (a) Executive’s compliance at all times with the terms and conditions of this Retirement Agreement and the terms and conditions of any non-competition, confidentiality or other restrictive covenants to which Executive is subject under any agreement with, or plan of, the Company, and (b) Executive signing and not revoking a Separation and Release Agreement in the form set forth on Exhibit A hereto, provided that the Separation and Release Agreement is signed by Executive upon or after the end of the Transition Period, but before any deadline specified by the Company.

2.8.Clawback. Executive acknowledges and agrees that compensation payable under this Agreement may be subject to clawback or recoupment in accordance with the terms and conditions of the Company’s Recovery of Erroneously Awarded Compensation Policy or any other clawback or recoupment policy maintained by the Company.

3. COVENANTS

3.1.Service on Board of Directors. Executive acknowledges and agrees that he has advised the Company that he will neither seek nor stand for reelection to the Company’s board of directors at the Company’s 2025 annual meeting of shareholders and that he understands that his service on the Company’s board of directors will cease upon the expiration of his current term.

3.2.Employment Agreement. Executive acknowledges and agrees that this Retirement Agreement amends and supersedes Section 2.1 (Term) of the Employment Agreement, and further acknowledges and agrees that all of the rights and obligations of the parties under the Employment Agreement shall terminate upon the end of the Interim Period on June 1, 2025, except (i) as set forth in Section 2.5 hereof, and (ii) for any covenants therein that by their terms survive the termination of the Employment Agreement, which covenants shall continue in full force and effect and binding upon Executive or the Company in accordance with their terms (including, without limitation, the covenants and agreements made by Executive in Article 6 thereof and by the Company in Section 6.16 thereof).

4. GENERAL PROVISIONS

4.1.Effect on Other Agreements. In the case of a conflict between the provisions of this Retirement Agreement and the provisions of the Employment Agreement, the provisions of this Retirement Agreement will govern.

4.2.Entire Agreement; Amendment. This Retirement Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. This Retirement Agreement may not be amended or revised except by a writing signed by the Parties.

4.3.Cooperation. Executive agrees that certain matters in which he has been involved with during his employment with the Company may require his cooperation with the Company in the future. Accordingly, after the expiration of the Transition Period, to the extent reasonably requested by the Company, Executive agrees to cooperate with the Company regarding matters arising out of or related to Executive’s prior service to the Company. The Company shall reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in connection with this cooperation, subject to the Company’s consent prior to the time the expenses are incurred, which consent will not be unreasonably withheld.

4.4.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

4.5.Section 409A Compliance.

(a)It is intended that any payments and benefits under this Retirement Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement will be interpreted and administered in accordance with this intent. Accordingly, all terms of this Retirement Agreement that are undefined or ambiguous will be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.

(b)If the Company determines that Executive is a “specified employee” (within the meaning of Code Section 409A) and that any amount payable under this Agreement (i) is subject to Code Section 409A and (ii) is payable solely because Executive has incurred a “separation from service” (within the meaning of Code Section 409A), then the amount will not be paid (or begin to be paid) prior to the date that is six months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death).

(c)Notwithstanding any other provision of this Agreement, the Company does not make any representations that any payments or benefits provided for by this Retirement Agreement are exempt from or compliant with Code Section 409A, and the Company will not be liable to Executive or any other person for any adverse tax consequences under Code Section 409A or any other provision of the Code.

4.6.Protected Rights.

(a)Nothing in this Retirement Agreement or any other agreement between Executive and the Company or its affiliates limits Executive’s right, protected under law, to file a charge or communicate with or otherwise participate in any investigation or proceeding conducted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other governmental agency charged with enforcement of any law, or complying with the lawful process of any governmental body to the extent Executive has a protected right to do so.

(b)Additionally, notwithstanding any other provision of this Retirement Agreement or any other agreement between Executive and the Company or its affiliates, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to his attorney and use the trade secret information in the court proceeding if Executive: (x) files any document containing trade secrets under seal; and (y) does not disclose trade secrets, except pursuant to court order.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, the parties have executed this Executive Retirement and Transition Agreement as of the date first set forth above.

TAYLOR DEVICES, INC.

Name: /s/Timothy J. Sopko

Title: Chief Executive Officer

EXECUTIVE

/s/Alan R. Klembczyk

Alan R. Klembczyk

EXHIBIT A

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (“Agreement”) is entered into between Alan R. Klembczyk (“you”) and Taylor Devices, Inc. (the “Company”). You and the Company may be referred to in this Agreement individually as a Party and collectively as the Parties. In consideration of the mutual promises, benefits, and covenants contained herein, you and the Company hereby agree as follows:

1.Employment Separation. You acknowledge that your employment with the Company and any other Releasee ended effective as of November 30, 2025 (the “Separation Date”). After the Separation Date, you will not represent to others that you are an employee, officer, agent, or representative of the Company or any other Releasee (as defined below) for any purpose.

2.Transition Benefits. If you sign, do not revoke, and comply with this Agreement and the Executive Retirement and Transition Agreement, dated January 14, 2025 (the “Retirement Agreement”), you will be entitled to the payments and benefits set forth in Section 2.4 of the Retirement Agreement (the “Transition Benefits”).

3.General Release.

a.In consideration of the Transition Benefits, together with other good and valuable consideration, the sufficiency of which you hereby acknowledge, you on behalf of yourself and your heirs, executors, personal representatives, successors, and assigns (each a “Releasor” and collectively, “Releasors”), hereby release and forever discharge the Company, all of its current and former parents, related entities, subsidiaries, and affiliates, and each of these entities’ current and former employees, officers, shareholders, owners, directors, members, partners, agents, insurers, contractors, attorneys, successors, and assigns, in both their individual and official capacities, as appropriate (each a “Releasee” and collectively “Releasees”), of and from any and all claims, complaints, demands, actions, causes of action, suits, rights, debts, obligations, judgments, damages, entitlements, liabilities, and expenses (including attorneys’ fees), of any kind or nature whatsoever (collectively, “Claims”), that any Releasor now has or ever had against any Releasee, whether known or unknown, suspected or unsuspected, or concealed or apparent (the Claims released by this paragraph may collectively be referred to as the “Released Claims”).

b.For the avoidance of doubt, and without limiting the broad nature of the Released Claims, this Agreement releases each of the Releasees from any and all Claims: (1) related to your employment with the Company or any other Releasee and the termination of such employment; (2) arising under any law relating to employment, including, but not limited to (all as amended), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act of 1988, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the Immigration Reform and Control Act of 1986, the Employee Retirement and Income Security Act of 1974 (“ERISA”), the Families First Coronavirus Response Act of 2020, the Coronavirus Aid, Relief, and Economic Security Act of 2020, the American Rescue Plan Act of 2021, Articles 5, 6, 7, and 19 of the New York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the New York Human Rights Law (N.Y. Executive Law §§ 290 to 301), the New York State Civil Rights Law (N.Y. Civ. Rights Law §§ 40 to 45), Article 23-A of the New York State Corrections Law, the New York Worker Adjustment and Retraining Notification Act (N.Y. Lab. Law §§ 860 to 860-I; 12 N.Y.C.R.R. § 921-1.0 to 921-9.1), the New York Paid Family Leave Law, , and any and all federal, state and local laws that may be legally waived, (3) for wages, wage supplements, bonuses, commissions, incentive compensation, vacation, paid time off, severance pay, or any other form of compensation that may be legally waived; (4) arising under any employee benefit plan, policy, or practice; (5) arising under tort, contract, or quasi-contract law, including but not limited to claims of negligence, breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, quantum meruit, detrimental reliance, retaliation, violation of public policy, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, constructive termination, wrongful or retaliatory discharge, fraud, concealment, defamation, slander, libel, false imprisonment, negligent misrepresentation, or negligent or intentional infliction of emotional distress; (6) for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, compensatory or punitive damages, liquidated damages, experts’ fees, medical fees or expenses, costs or disbursements; and (7) arising under any other foreign, federal, state, or local law, statute, amendment, rule, regulation, order, code, common law, policy, ordinance, guideline, or court decision.

c.Notwithstanding anything to the contrary, the Released Claims do not include any claim: (1) to enforce this Agreement or the Retirement Agreement; (2) that arises exclusively after the date you sign this Agreement; (3) to undisputed vested rights under any of the Company’s employee benefit plans governed by ERISA; (4) for group health benefits continuation under the Consolidated Omnibus Budget Reconciliation Act or applicable state law; (5) to indemnification under the Company’s bylaws, or (6) that cannot be released under law, such as claims for statutory unemployment benefits or workers’ compensation benefits.

4.Return of the Company Property. You represent and warrant that you have returned all Company property, including but not limited to keys, credit cards, security access cards, codes, login credentials, passwords, personal computers, cell phones, iPads, other electronic devices, memoranda, data, files, records, notes, and other information in your possession or under your control in any form.

5.No Admission. The making of this Agreement is not, and shall not be construed or represented as, an admission that the Company or any other Releasee has violated any law or has committed any wrong against you or any other person or entity.

6.Severability, Choice of Law, and Venue. If any provision of this Agreement is found to be illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it lawful and enforceable to carry out the intent and agreement of the Parties, and as so modified, it, together with the remainder of this Agreement, shall remain in full force and effect. If such provision cannot be modified to make it lawful and enforceable to carry out the intent and agreement of the Parties, then such provision shall be severed from this Agreement and this Agreement shall be construed as if such illegal or unenforceable provision had not been set forth in it, and the remainder of the Agreement shall remain in full force and effect. This Agreement shall be governed and construed in accordance with laws of the State of New York, without regard to the principles of conflict of law.

Any action or proceeding brought by either Party related to your employment or the termination of your employment, or to enforce this Agreement, shall be brought only in a state or federal court located in the State of New York, County of Erie. You hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any and all defenses (including, but not limited to, defenses related to personal jurisdiction and inconvenience of forum) to the maintenance of any such action or proceeding in such venue.

7.Third Party Claims. You warrant that you alone are entitled to the Transition Benefits, and further warrant and agree that any claim to such amounts by any other person or entity by reason of any claim, lien, or debt of yours, or otherwise, shall be your sole and exclusive responsibility, and that you will hold harmless, indemnify, and defend each of the Releasees from any claim or action brought by any person or entity against any of the Releasees making any claim to all or part of the Transition Benefits.

8.Protected Rights. Nothing in this Agreement limits your rights, protected under law, to file a charge or communicate with or otherwise participate in any investigation or proceeding conducted by the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency charged with enforcement of any law. However, in view of the consideration provided to you under this Agreement, you release and waive any right to recover monetary damages as a result of such investigation, proceeding, or charge to the fullest extent permitted by law, except that nothing in this Agreement or otherwise will limit your right to seek and obtain a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934 or any similar rules or regulations.

9.Entire Agreement. This Agreement and the Retirement Agreement constitute the entire agreement between you and the Company with respect to the subject matter of such agreements and supersedes any and all other written and oral agreements and understandings between you and the Company; provided that the provisions of your Employment Agreement with the Company dated June 1, 2018 which by their terms survive the termination of your employment shall survive the execution of this Agreement and shall remain binding upon you and in full force and effect in accordance with their terms.

10.Miscellaneous. The Parties may sign this Agreement in counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile, email in PDF format, or any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a signed original. The Company may assign this Agreement at any time. This Agreement shall inure to the benefit of the Company and its successors and assigns. You may not assign this Agreement or any part hereof. Any purported assignment by you shall be null and void from the initial date of purported assignment. No waiver by either Party of any breach by the other Party of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege operate as a waiver of that or any other right, power, or privilege.

11.Knowing and Voluntary Acknowledgments. You acknowledge, affirm, and agree that:

a.You have read the Agreement in its entirety and understand all of its terms and conditions, as well as its legal and binding effect;

b.You are acting voluntarily, knowingly, and of your own free will in signing this Agreement, free from any duress or coercion;

c.The consideration to be provided to you under this Agreement and the Transition Benefits under the Retirement Agreement: (1) exceeds anything of value to which you would otherwise be entitled in the absence of this Agreement; (2) fully and completely resolves any and all claims you and any attorney you may have retained may have against the Company or any other Releasee for attorneys’ fees, costs, disbursements, and the like; and (3) is sufficient consideration for your promises under this Agreement;

d.You have been advised by the Company in this writing to consult with an attorney of your choice before signing this Agreement and have done so to the extent you desired;

e.You have been afforded a reasonable period of time of more than 21 calendar days to consider the terms of this Agreement (the “Consideration Period”), although you may sign it sooner if desired, but not before the Retirement Date as defined by the Retirement Agreement; and you acknowledge and agree that if you sign this Agreement before the end of the Consideration Period, it is your voluntary decision to do so, and you waive the remainder of the Consideration Period;

f.You have until December 1, 2025 to deliver a signed copy of this Agreement to Tim Sopko, Chief Executive Officer, Taylor Devices, Inc. via email to timsopko@taylordevices.com or via mail to the Company, Attn: Tim Sopko, Chief Executive Officer, 90 Taylor Drive, North Tonawanda, New York 14120;

g.Any changes to this Agreement made after the date it is first given to you, whether they are material or immaterial, do not restart the Consideration Period;

h.You will have seven (7) days after signing this Agreement to revoke your release of Claims by delivering written notice of such revocation to Tim Sopko, Chief Executive Officer, Taylor Devices, Inc. via email to timsopoko@taylordevices.com before the end of the seven (7) day period;

i.In the event of such a revocation by you, this Agreement shall be null and void and the Company will have no obligations under it or to provide the Transition Benefits under the Retirement Agreement;

j.This Agreement shall not become effective until the eighth (8th) day after you sign this Agreement, provided that you have not exercised your right to revoke your release of Claims, and the date this Agreement becomes effective under this subsection (j) shall be the “Effective Date” of this Agreement.

k.No payments or benefits due to you under this Agreement or any Transition Benefits under the Retirement Agreement will be made before the Effective Date;

l.You have been paid in full for all work you have performed for the Company and any other Releasee, and you have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to you, except as specifically provided in this Agreement and the Retirement Agreement; and

m.You have not made any claims or allegations against the Company or any other Releasee related to discrimination, harassment, sexual abuse, or retaliation, and the factual foundation for this Agreement does not in any way involve discrimination, harassment, sexual abuse, or retaliation.

IN WITNESS WHEREOF, the Parties have executed this Separation and Release Agreement as of the dates below.

ALAN R. KLEMBCZYK

Alan R. Klembczyk

Date:

TAYLOR DEVICES, INC.

By:

Name:

Title:

Date:

EX-19 3 td_ex19.htm POLICY AGAINST INSIDER TRADING Policy Against Insider Trading

POLICY AGAINST INSIDER TRADING

This Policy Against Insider Trading (this “Policy”) of Taylor Devices, Inc. (“Taylor Devices” or the “Company”) sets forth guidelines, described below, when buying or selling Taylor Devices common stock and other securities.

Persons subject to this Policy are obligated to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities (as defined below) while in possession of material nonpublic information. Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. In all cases, the responsibility for determining whether a person is in possession of material nonpublic information rests with that person, and any action on the part of the Company does not in any way constitute legal advice or insulate a person from liability under federal or state securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

1Insider Trading Prohibited

Except in a Permitted Transaction, as described in Section 5 of this Policy, no Board member, employee or agent of Taylor Devices may purchase or sell any securities of Taylor Devices while aware of material nonpublic information concerning Taylor Devices, until at least one full trading day after the information has been fully disclosed to the public. If a Board member, employee or agent obtains any material nonpublic information while working for Taylor Devices regarding any other company, such person may not purchase or sell securities of that other company until at least one full trading day after the information has been fully disclosed to the public.

(a)Applicability

This Policy applies to you if you are a Board member, employee or agent of the Company. This Policy also applies to members of your immediate family and any other persons who share your household, your economic dependents, and any person or entity you control. “Immediate family” means, for purposes of this Policy, your spouse, children, children away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, in-laws and any other family members whose transactions in Company Securities are directed by you or subject to your influence and control, such as parents or children who consult with you before they trade in Company Securities. The Company will consider trades made at your direction, or at the direction of those named in the preceding sentence, as trades made by you.

This Policy applies to all trading or other transactions in (i) Company securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company (collectively referred to herein as the “Company Securities”) and (ii) the securities of other companies where the person trading used information obtained while working for Taylor Devices, as described in more detail under the heading “Other Companies” below.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. Federal and state securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

(b) Material Nonpublic Information

Information is considered “material” if (1) a reasonable investor would consider it important in deciding whether to buy, sell, or hold the security, or (2) a reasonable investor views the information as significantly altering the total mix of information in the marketplace about the issuer of the security. Information is “nonpublic” until it has been widely disseminated to the public, meaning that it is published in such a way as to provide broad distribution of the information to the public for a sufficient period so as to be reflected in the price of the security. Examples include filing information with the Securities and Exchange Commission (“SEC”) or the issuing of a press release through the newswire services.

Any information that could be expected to affect the Company’s stock price, either positively or negatively, should be considered material. There is no bright-line standard for assessing materiality. Materiality is based on an assessment of all the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. When doubt exists as to whether information would be considered material, the information should be presumed to be material. Examples of material nonpublic information may include, but is not limited to, the following:

·information about financial performance or changes to previously announced guidance regarding financial performance;

·mergers and acquisitions;

·significant sales of assets;

·a restructuring or reorganization;

·changes in dividend policies, declaration of stock splits, stock buybacks or the offering of additional securities;

·changes in senior management or members of the Board;

·introduction of significant new products;

·pending or threatened significant litigation, or the resolution of such litigation;

·a significant cybersecurity incident, such as a material data breach; and

·gains or losses of substantial customers or suppliers.

This Policy prohibits you from trading in the securities (including debt securities) of any other company if you are in possession of material nonpublic information that was obtained in the course of performing your duties for the Company.

For example, you may be involved in a transaction where the Company is entering into a new venture or other relationship with another company that is material to the other company. You are prohibited from trading in the securities of the other company for so long as the material information remains nonpublic.

(d) Prohibited Transactions

In addition to the other restrictions set forth in this Policy, the following transactions are prohibited at all times:

·trading in call or put options involving Company Securities and other derivative securities;

·engaging in short sales of Company Securities;

·holding Company Securities in margin status in a brokerage account;

·all forms of hedging transactions, such as zero-cost collars and forward sale contracts; and

·pledging Company Securities to secure margin or other loans.

If you are unsure whether a particular transaction is prohibited under this Policy, please consult with the Company’s Chief Financial Officer prior to engaging in or entering into that transaction.

2Unauthorized Disclosure of Material Nonpublic Information Prohibited

No person subject to this Policy may disclose material nonpublic information about the Company, or any company with whom Taylor Devices transacts business to anyone outside the Company, including immediate family and friends, unless and until specifically authorized to do so by the Company. Authorized disclosure to persons not subject to this Policy may require the party to whom you are disclosing information similarly agree not to disclose the information or trade in the securities until the information is public.

(a)Tipping

You can be held responsible, not only for your own insider trading, but also for trading by anyone to whom you disclosed material nonpublic information. Even if those to whom you made disclosure do not trade while aware of the information, you are nevertheless responsible for trades by persons who received material nonpublic information indirectly from you, if you are the source of the information. Tippers can be subject to the same penalties and sanctions as tippees, even if the tipper did not profit from the transaction.

Even casual remarks made when recommending a purchase, sale, or hold of Company Securities or another company’s securities could be misconstrued by others as being based on material nonpublic information. You must always exercise caution when making any recommendations. You should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Company’s Chief Financial Officer.

(b)Authorization to Disclose Material Nonpublic Information

The Company authorizes only certain Company employees and agents to make disclosures of material nonpublic information. Unless authorized to do so by the Company’s Chief Financial Officer, you should refrain from discussing material nonpublic information with anyone not subject to this Policy. Even in discussions with others subject to this Policy, you should restrict disseminating material nonpublic information to only employees and agents having a need to know that information.

3Blackout Periods

The persons listed on Annex A hereto (“Covered Persons”) may not purchase or sell Company Securities during the following blackout periods indicated: (a) during the period beginning on the first day of the last month of the fiscal quarter and ending at the close of trading on the first full trading day following the release of financial results for that fiscal quarter and (b) during any period when the Company has announced a blackout period with respect to a transaction or other event. The Company may, upon the advice of legal counsel, suspend a blackout period at any time upon a determination that the reason for the blackout period no longer exists.

(a)Pre-Clearance and Pre-Notification Procedures

Company directors and all executive officers subject to Section 16 of the Securities Exchange Act of 1934 (“Executive Officers”) are covered by the following pre-clearance procedures.

Directors and Executive Officers, together with their immediate family, may not engage in any transaction involving Company Securities (including a stock plan transaction such as an option exercise, or a gift, loan or contribution to a trust or any other transfer) without first obtaining pre-clearance of the transaction from the Company’s Chief Financial Officer. A request for pre-clearance should be submitted to the Chief Financial Officer at least two business days in advance of the proposed transaction.

The Chief Financial Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the trade. The Company’s Chief Financial Officer may not trade in Company Securities unless the Chief Executive Officer has approved the trade(s) in accordance with the pre-clearance procedures set forth in this section.

(b)Pre-Earnings Blackouts

The Company’s announcement of its quarterly financial results has the potential to have a material effect on the price of Company Securities. Because of the particular sensitivity of trading by those who have access to the Company’s financial statements while they are being prepared, all Covered Persons are subject to blackout on trading during the period beginning on the first day of the last month of the fiscal quarter and ending after the first full business day following the release of the Company’s financial results for that fiscal quarter.

Covered Persons will be notified in writing in advance of the opening of a trading window.

If you are a Covered Person subject to this section, you are still subject to Section 1 (which prohibits transactions at any time when you are aware of material nonpublic information) during periods outside the blackout period. For example, you are not necessarily free to trade in the second month of each quarter simply because it is not during a blackout period. You must also be certain that you are not aware of material nonpublic information during these periods or otherwise prohibited from trading under this Policy.

(c)Event-Specific Blackouts

The Company may impose a trading blackout from time to time on its directors, employees or agents when, upon the advice of legal counsel, a blackout is warranted. While blackouts generally arise because the Company is involved in a highly-sensitive transaction, they may be declared for any reason. If a blackout is declared to which you are subject, you will be notified in writing when the blackout begins and ends. These event-specific blackout periods may vary in length and may or may not be broadly communicated to other persons. Unless otherwise specified, the Company will re-open trading on the beginning of the second trading day following public disclosure of the significant corporate development or after the termination of any pending development, as applicable. You are prohibited from disclosing to others that you are subject to an event-specific blackout period without the Company’s written consent.

(d)Company Award Blackouts

Company practice is not to award any stock options or other equity-based awards when the Company is in possession of material nonpublic information. For the sake of safety, the Company will not award any options or other equity-based awards within the four business days that precede any planned release date for its current financial information.

(e)Exception for Approved Rule 10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. To be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company securities that meets certain conditions specified in Rule 10b5-1 (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, transactions in Company Securities may occur even when the person who has entered into the plan is aware of material nonpublic information.

To comply with the Rule, a Rule 10b5-1 Plan must be approved by the Company’s Chief Financial Officer and meet the requirements of Rule 10b5-1. A Rule 10b5-1 Plan must be entered into before you are aware of material nonpublic information and may not be adopted during a blackout period. Once the plan is adopted, you must not exercise any influence over the amount of Company Securities to be traded pursuant to the Rule 10b5-1 Plan, the price at which they are to be traded or the date of the trade.

The Rule 10b5-1 Plan must either specify (including by algorithm or formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party. The Rule 10b5-1 Plan must include a cooling-off period before trading can commence that, for directors or Executive Officers, ends on the later of 90 days after the adoption of the Rule 10b5-1 Plan or two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the Rule 10b5-1 Plan was adopted (but in any event, the required cooling-off period is subject to a maximum of 120 days after adoption of the Rule 10b5-1 Plan), and for persons other than directors or Executive Officers, 30 days following the adoption or modification of a Rule 10b5-1 Plan. A person may not enter into overlapping Rule 10b5-1 Plans (subject to certain exceptions) and may only enter into one single-trade Rule 10b5-1 Plan during any 12-month period (subject to certain exceptions). Directors and officers must include a representation in their Rule 10b5-1 Plan certifying that: (i) they are not aware of any material nonpublic information; and (ii) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions in Rule 10b-5. All persons entering into a Rule 10b5-1 Plan must act in good faith with respect to that Rule 10b5-1 Plan.

The Company requires that any Rule 10b5-1 Plan must be submitted for approval to the Company’s Chief Financial Officer five days prior to entry into the Rule 10b5-1 Plan. SEC rules and regulations require the Company to disclose any Rule 10b5-1 Plan entered into by an Executive Officer or director in its 10-Q and 10-K reports.

(f)Questions Regarding Trading Blackouts

Please direct questions regarding trading blackouts to the Chief Financial Officer.

4Requirement that Board Members and Executive Officers Provide Notice of Transactions.

All Executive Officers and directors (referred to as “Section 16 Insiders”) are subject to the SEC’s insider trading rules under Section 16 of the Exchange Act. If Section 16 Insiders acquire or dispose of Company Securities, they must report the transaction to the SEC on Form 4 within two business days of the date of the transaction. The report must include the date, quantity, price, and the nature of the transaction.

(a)Notification

Because the securities laws require Section 16 Insiders to report most transactions to the SEC on Form 4 within two business days following the date of the transaction, this Policy requires them to promptly report the details to the designated Chief Financial Officer or the Chief Financial Officer’s designee before the close of business on the day of the execution of the transaction.

(b)Gifts and Ownership by Family Members

If a member of the immediate family of a Section 16 Insider who shares the same household as the Section 16 Insider acquires or disposes of Company Securities, federal securities laws require the Section 16 Insider to report the transaction within the two business day deadline.

If a Section 16 Insider controls Company Securities through whole or partial ownership or control of a corporation, partnership, limited liability company or other entity, then transactions in those shares, in most cases, must be reported to the SEC within two business days. Section 16 Insiders must also report any gifts of Company Securities that they make, although not necessarily with the SEC’s two business day deadline.

5Permitted Transactions

The following “Permitted Transactions” are allowed at any time, regardless of whether there is a blackout period, or whether you have material nonpublic information. All other transactions are allowed at any time, except during any time when you have material nonpublic information, or (if you are a Covered Person) during any Company blackout period.

Permitted Transactions include:

·The purchase of Company Securities under any automatic Company dividend reinvestment plan, if applicable (but note that this Policy applies to the voluntary purchases of Company Securities resulting from additional contributions you choose to make to any dividend reinvestment plan, and to your election to participate in or increase your level of participation in the plan);

·acceptance of a stock option issued or offered under one of Taylor Devices employee stock option plans or the cancellation or forfeiture of options pursuant to the plans;

·vesting of stock options;

·exercise of stock options by payment of cash only (but note that this Policy applies to the payment of the exercise price in shares of stock and the sale of the stock acquired in the option exercise);

·any other transaction designated by the Board of Directors or any committee thereof as a Permitted Transaction under this Policy.

6 Consequences of Violations

Strict compliance with these procedures by each person subject to this Policy at every level is expected. Non-compliance will be a basis for termination of employment for cause. Insider trading violations are pursued vigorously by the SEC and other law enforcement authorities. Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in the unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions.

7 Post-Termination Transactions

This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If a person is in possession of material nonpublic information when the person’s service terminates, that person may not engage in transactions in Company Securities until that information has become public or is no longer material.

8 Administration of Policy

(a)Administration by the Chief Financial Officer

Day-to-day administration of this Policy is carried out by the Chief Financial Officer, and any questions concerning the interpretation of the Policy should be directed to the Chief Financial Officer. All determinations and interpretations of this Policy by the Chief Financial Officer shall be final and not subject to further review.

(b)Confidentiality of Policy Decisions

Employees should keep certain information concerning the operation of this Policy in strict confidence, because knowledge of certain decisions made in applying this Policy may constitute material nonpublic information. For example, if you become subject to a special blackout, as described in Section 3, you are obligated to keep that fact confidential.

(c)Acknowledgement and Certification

Each person subject to this Policy is required to sign the acknowledgement and certification form attached hereto as Annex B.

(d)Amendment of the Policy

The Company reserves the right to amend and interpret this Policy from time to time.

Remember, the ultimate responsibility for complying with this Policy and applicable laws and regulations rests with you. You should use your best judgment and consult with your legal and financial advisors, as needed.

ANNEX A

Covered Persons

Each member of the Taylor Devices, Inc. Board of Directors.

Each executive officer of Taylor Devices, Inc. subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

All other Taylor Devices, Inc. officers (e.g. Treasurer, Corporate Secretary).

EX-31.1 4 td_ex31z1.htm CERTIFICATION Certification

Exhibit 31(i)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy J. Sopko, certify that:

1. I have reviewed this annual report on Form 10-K of Taylor Devices, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2025

/s/ Timothy J. Sopko

Timothy J. Sopko

Chief Executive Officer

EX-31.2 5 td_ex31z2.htm CERTIFICATION Certification

Exhibit 31(ii)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Heary, certify that:

1. I have reviewed this annual report on Form 10-K of Taylor Devices, Inc.;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 15, 2025

/s/ Paul Heary

Paul Heary

Chief Financial Officer

EX-32.1 6 td_ex32z1.htm CERTIFICATION Certification

Exhibit 32(i)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Taylor Devices, Inc. (the “Company”) on Form 10-K for the fiscal year ended May 31, 2025 to be filed with Securities and Exchange Commission on or about the date hereof (the "Report"), I, Timothy J. Sopko, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

It is not intended that this statement be deemed to be filed for purposes of the Exchange Act.

Date: August 15, 2025

By:

/s/ Timothy J. Sopko

Timothy J. Sopko

Chief Executive Officer

EX-32.2 7 td_ex32z2.htm CERTIFICATION Certification

Exhibit 32(ii)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Taylor Devices, Inc. (the "Company") on Form 10-K for the fiscal year ended May 31, 2025 to be filed with Securities and Exchange Commission on or about the date hereof (the "Report"), I, Paul Heary, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

It is not intended that this statement be deemed to be filed for purposes of the Exchange Act.

Date: August 15, 2025

By:

/s/ Paul Heary

Paul Heary

Chief Financial Officer