UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

Financial Performance - Net sales for Q3 2023 were $2,057, a decrease of $159, or 7.2%, from $2,216 in Q3 2022; for the nine months ended September 30, 2023, net sales were $6,239, a decrease of $676, or 9.8%, from $6,915 in the same period in 2022[69]. - Gross profit for Q3 2023 was $993, a decrease of $170, or 14.6%, compared to Q3 2022; gross profit for the nine months ended September 30, 2023, was $3,083, a decrease of $654, or 17.5%, from the same period in 2022[70]. - Income before income tax expense for Q3 2023 was $83, a decrease of $71 compared to $154 in Q3 2022; for the nine months ended September 30, 2023, it was $176, an increase of $393 compared to a loss of $217 in the same period in 2022[74]. - For the three months ended September 30, 2023, the Company reported a Net Income (Loss) of $8 million, compared to a Net Income of $122 million for the same period in 2022[91]. - Adjusted Net Income for the three months ended September 30, 2023, was $8 million, while it was $184 million for the same period in 2022, reflecting a decrease of approximately 95.65%[91]. - For the nine months ended September 30, 2023, the Company reported a Net Income (Loss) of $80 million, compared to a Net Loss of $171 million for the same period in 2022[91]. - Adjusted Net Income for the nine months ended September 30, 2023, was $80 million, down from $505 million for the same period in 2022, indicating a decrease of approximately 84.24%[91]. Operating Expenses - Total operating expenses for Q3 2023 decreased by $25, or 2.4%, to $1,019, while as a percentage of net sales, it increased to 49.5% from 47.1%; for the nine months ended September 30, 2023, total operating expenses decreased by $794, or 19.9%, to $3,203[72]. Cash Flow - Cash and cash equivalents were $3,902 at September 30, 2023, down from $7,646 at December 31, 2022; total cash, cash equivalents, and investments were $9,928 at September 30, 2023, compared to $9,682 at December 31, 2022[77]. - Cash from operating activities was $92 for the nine months ended September 30, 2023, compared to cash used in operating activities of $213 for the same period in 2022, reflecting a $305 increase due to higher net income and decreased trade receivables[78]. - Cash used in investing activities was $3,831 for the nine months ended September 30, 2023, compared to cash from investing activities of $2,991 for the same period in 2022, primarily due to increased purchases of Treasury Bills[79]. Non-Operating Income - Net non-operating income increased by $74, or 211.4%, for Q3 2023 compared to Q3 2022; for the nine months ended September 30, 2023, it increased by $253, or 588.4%[73]. Merger and Acquisition Activities - The company continues to seek growth opportunities through internal product development and external acquisitions, following the termination of a merger agreement with Mobile X[83]. - The Company and Mobile X jointly agreed to terminate the merger agreement on January 30, 2023, with no further non-GAAP information presented[89]. - The Company incurred approximately $79 million in legal and other professional fees related to the Mobile X merger opportunity for the three months ended September 30, 2022[90]. - Total merger-related expenses for the nine months ended September 30, 2022, amounted to approximately $856 million[90]. - The Company believes that adding back merger-related costs provides a more accurate portrayal of underlying business results and trends[88]. - The income tax benefit of merger-related expenses for the three months ended September 30, 2022, was $(17) million, and for the nine months ended September 30, 2022, it was $(180) million[91]. - The Company is using "Adjusted Net Income" as a non-GAAP financial measure to facilitate comparisons and analysis of its operating performance[87]. Supply Chain Issues - The company is experiencing supply chain disruptions and price increases for components, which may affect sales and profit margins[82].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ 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 000-09587 (Address of principal executive offices) (952) 930-0100 (Registrant's telephone number, including area code) Securities re ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ 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 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ 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 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other j ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ☐ 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 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ☐ 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 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ☐ 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 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other j ...