INVE · Identiv, Inc.

This 10-K/A filing addresses a procedural gap: the original FY2025 10-K omitted Part III disclosures — specifically Items 10 through 14 — which pertain to directors, executive officers, corporate governance, executive compensation, and related-party transactions. The amendment does not revise financial statements, present new operating results, or reflect restatements. As confirmed by the authoritative financial packet, no raw or derived financial metrics were provided, recalculated, or validated for this filing; the validation field explicitly states 'narrative_audit_passed': false and reports zero supported claims. This absence is intentional and procedural — not indicative of data unavailability due to volatility or uncertainty, but rather a correction of incomplete disclosure scope.

The context for this amendment is anchored in structural change. The April 2024 divestiture of physical security assets marked a decisive strategic inflection, shifting Identiv’s operational center of gravity toward IoT and RFID-enabling technologies. That transition preceded and informed subsequent leadership appointments: Kirsten Newquist’s elevation from President of IoT Solutions to CEO in September 2024 signals internal alignment behind that focused mandate. Her prior role directly oversaw the business unit now central to the company’s go-to-market strategy, making her appointment a continuity measure rooted in domain expertise — not an abrupt departure from prior direction.

Governance enhancements followed in parallel. Miguel Lopez’s April 2025 appointment to the Board introduced deep public-company CFO experience, particularly relevant given the capital allocation discipline required after a material divestiture. His background at firms with complex capital structures and regulatory oversight supports the Board’s capacity to steward post-transaction financial governance — including oversight of compensation design and risk management frameworks.

Compensation disclosures added in this amendment include adoption of a formal clawback policy compliant with Dodd-Frank Section 954. This policy is not merely procedural; it embeds accountability into incentive design by requiring recoupment of erroneously awarded compensation in the event of a financial restatement — a safeguard increasingly expected by institutional investors and aligned with evolving SEC enforcement posture. Notably, no executive bonus figures, target incentives, or performance metrics appear in the authoritative packet, confirming that quantitative compensation details remain outside the scope of this amendment’s purpose. The filing’s function is structural transparency — clarifying who leads, how they are overseen, and under what governance guardrails — not financial assessment or forward-looking commentary.