Nortech Systems Incorporated

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Andrew Walko Employment Agreement (b) On January 5, 2026, Nortech Systems Incorporated (the “Company”) entered into an Employment Agreement with Andrew Walko (the “Walko Agreement”) as the Company’s Senior Vice President of Global Operations effective January 19, 2026, replacing John Lindeen who is retiring in the first quarter of 2026 as previously announced. The term of the Walko Agreement continues until December 31, 2026 which will automatically renew for successive one-year renewal terms unless either party notifies the other party in writing at least ninety days prior to expiration. Under the Walko Agreement, Mr. Walko is entitled to receive an annualized base salary of $260,000 and is eligible to participate in the Company’s benefit plans. Mr. Walko is eligible for bonus compensation based upon satisfaction of specific criteria to be determined each calendar year, with a stated payout percentage of a target of 40% of base salary under the bonus plan. Upon entering into the Walko Agreement, and pursuant thereto, the Company committed to grant Mr. Walko a 25,000 share non-qualified stock option under the Company’s 2017 Stock Incentive Plan that will vest annually in five equal installments. The stock option will have an exercise price equal to the fair market value of the Company’s common stock on the grant date and will expire ten years after the grant date. The Walko Agreement has customary non-solicitation and confidentiality provisions. Under the Walko Agreement, if Mr. Walko employment is terminated by the Company without Cause (as defined in the Walko Agreement) or by Mr. Walko for Good Reason (as defined in the Walko Agreement), so long as he has signed and has not revoked a release agreement, he will be entitled to receive severance comprised of (i) his base salary in effect at time of termination for nine months and (ii) certain benefits set forth in the Walko Agreement. If Mr. Walko’s employment is terminated within 12 months after a Change of Control (as defined in the Walko Agreement) by the Company without Cause, so long as he has signed and has not revoked a release agreement, he will be entitled to receive severance comprised of (i) his base salary in effect at time of termination for the longer of (a) the remainder of the term of the Walko Agreement or (b) nine months and (ii) certain benefits set forth in the Walko Agreement. The foregoing summary of the Walko Agreement is qualified in all respects by the Walko Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

ITEM 8.01 Other Information. On January 6, 2026, the Company issued a press release announcing the employment of Andrew Walko to serve as the Company’s Senior Vice President of Global Operations effective January 19, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report.