Director — David L. Klenk, Joseph A. Marino, Scott A. Gabbard, Jeffrey D. Peterson: Directors ceased to be directors as a result of the Merger.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.

Except as described in Item 2.01, pursuant to the Merger Agreement, at the Effective Time, each Share, subject to certain customary exceptions specified in the Merger Agreement, was automatically converted into the right to receive the Merger Consideration.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the common stock of the Company, par value $0.10 per share (“Common Stock”), that was issued and outstanding immediately prior to the Effective Time (each, a “Share”, and collectively, the “Shares”), subject to certain customary exceptions specified in the Merger Agreement, was automatically converted into the right to receive $7.75 in cash (before giving effect to any required tax with…

As a result of the Merger, the Shares no longer trade on the Nasdaq Capital Market (“Nasdaq”). In connection with the consummation of the Merger, the Company requested that Nasdaq (i) suspend trading of Company Common Stock on Nasdaq and remove Company Common Stock from listing on Nasdaq, in each case, on July 30, 2026; and (ii) file a Notification of Removal from Listing of Company Common Stock on Form 25 with the Securities and Exchange Commission (“SEC”) on July 30, 2026. The Common Stock…

Entry into a Material Definitive Agreement. On April 20, 2026, Electro-Sensors, Inc. (“ Electro-Sensors ”, the “ Company ”, “ we ”, “ us ” or “ our ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with steute Industrial Controls, Inc., a Connecticut corporation (“ steute ” or “ Parent ”), and Steute Burwell, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, Steute Burwell, Inc. will merge with and…

Entry Into a Material Definitive Agreement

Termination of a Material Definitive Agreement As previously disclosed, on June 10, 2022, Electro-Sensors, Inc. ("ELSE" or "Electro-Sensors") entered into an Agreement and Plan of Merger (the "Merger Agreement" with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the "Merger Sub"), and Mobile X Global, Inc., a Delaware corporation ("Mobile X") pursuant to which Merger Sub would merge with and into Mobile X, with Mobile X surviving the merger as a wholly owned…

Other Events In a Form 8-K dated June 10, 2022, Electro-Sensors, Inc. (“ELSE” or “Electro-Sensors”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the “Merger Sub”), and Mobile X Global, Inc., a Delaware corporation (“Mobile X”) (together with ELSE and Merger Sub, the “Parties”), pursuant to which Merger Sub will merge with and into Mobile X, with Mobile X surviv…

Entry Into a Material Definitive Agreement On June 10, 2022, Electro-Sensors, Inc. ("ELSE" or "Electro-Sensors") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mobile X Newco, Inc., a Delaware corporation and wholly owned subsidiary of ELSE (the "Merger Sub"), and Mobile X Global, Inc., a Delaware corporation ("Mobile X") (together with ELSE and Merger Sub, the "Parties"), pursuant to which Merger Sub will merge with and into Mobile X, with Mobile X surviving the m…