Electro-Sensors (NASDAQ: ELSE) files merger and support agreement exhibits

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Electro-Sensors, Inc. filed an amended current report to attach key documents related to a planned merger. The 8-K/A adds the full Agreement and Plan of Merger dated April 20, 2026 and a form of Support Agreement as official exhibits.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Agreement and Plan of Merger, Support Agreement, Nasdaq Capital Market, Inline XBRL

4 terms

Agreement and Plan of Merger financial

"Agreement and Plan of Merger, dated April 20, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Support Agreement financial

"Form of Support Agreement"

Nasdaq Capital Market financial

"Common stock | ELSE | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

04/27/2026 - 05:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities exchange act of 1934

Date of report (Date of earliest event reported): April 20, 2026

ELECTRO-SENSORS, INC.

(Exact name of Registrant as Specified in its Charter)

Minnesota

000-09587

41-0943459

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

6111 Blue Circle Drive

Minnetonka, Minnesota 55343-9108

(Address of Principal Executive Offices)

(952) 930-0100

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	ELSE	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed solely to include exhibits to the Current Report on Form 8-K filed by Electro-Sensors, Inc. on April 24, 2026.

Item 9.01. Financial Statements and Exhibits

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated April 20, 2026
10.1		Form of Support Agreement
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

*	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit and schedule to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ELECTRO-SENSORS, INC.

Date: April 27, 2026	By:	/s/ David L. Klenk
		David L. Klenk
		Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Electro-Sensors (ELSE) change in this 8-K/A filing?

Electro-Sensors filed an amendment to its prior current report to add missing exhibits. The 8-K/A specifically includes the Agreement and Plan of Merger and a form of Support Agreement as part of the official disclosure record.

What merger documents did Electro-Sensors (ELSE) file as exhibits?

The company filed an Agreement and Plan of Merger dated April 20, 2026 and a form of Support Agreement. These documents outline the merger structure and related shareholder support arrangements, though financial and deal terms are not detailed in this excerpt.

Does this Electro-Sensors (ELSE) amendment change any merger terms?

The amendment is described as being filed solely to include exhibits. Based on the disclosure, it does not alter merger terms but formally adds the merger agreement and support agreement to the company’s public SEC record for investors and regulators.

What is the purpose of the Support Agreement filed by Electro-Sensors (ELSE)?

The filing lists a form of Support Agreement as an exhibit, indicating certain shareholders may commit to support the merger. The excerpt does not describe specific obligations, but such agreements typically address voting or tender commitments in a transaction.

Which stock market lists Electro-Sensors (ELSE) common stock?

Electro-Sensors’ common stock is listed on the Nasdaq Capital Market. The filing confirms the class of securities, trading symbol ELSE, and exchange, helping investors verify where the shares trade and how the company is registered under U.S. securities laws.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 VOTING AGREEMENT 75.6 KB