VMAR Amends 20-F to Add Executive Clawback Policy

TL;DR

**VMAR's 20-F/A is a non-event, just a compliance update adding a clawback policy; don't expect any immediate market reaction.**

AI Summary

Vision Marine Technologies Inc. (VMAR) filed an Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended August 31, 2025, primarily to include Exhibit 97.1, an Executive Officer Clawback Policy. This amendment does not alter the previously reported financial results or operational details from the original 20-F filed on November 27, 2025. The company's revenue and net income figures, while not detailed in this specific amendment, would have been covered in the original filing. Key business changes and strategic outlook remain as stated in the November 27, 2025 filing, as this amendment is solely for an exhibit update. The filing confirms VMAR is a non-accelerated filer and an emerging growth company, with 4,907,137 Common Shares outstanding as of August 31, 2025. The company has also filed all required reports under the Securities Exchange Act of 1934 during the preceding 12 months. This amendment highlights ongoing compliance efforts, including the adoption of a Restricted Share Unit Plan on September 12, 2025, and various employment agreements with key executives like Alexandre Mongeon, Roger Moore, and Mr. Poudrier in 2025.

Why It Matters

This amendment, while seemingly minor, signals Vision Marine Technologies' commitment to corporate governance and compliance, particularly with the inclusion of an Executive Officer Clawback Policy (Exhibit 97.1). For investors, this policy can enhance confidence by aligning executive incentives with long-term shareholder value and mitigating risks associated with financial misstatements. In a competitive electric boat market, strong governance can differentiate VMAR from peers. Employees and customers may see this as a sign of a more stable and ethically managed company, potentially fostering trust and loyalty. The broader market benefits from increased transparency and adherence to best practices in executive compensation.

Risk Assessment

Risk Level: low — The risk level is low because this Form 20-F/A is an amendment solely for the purpose of filing Exhibit 97.1, an Executive Officer Clawback Policy. It explicitly states, "Except as specifically provided above, this Amendment No. 1 to the Annual Report on Form 20-F does not amend, update or restate any other items or sections of the Original 20-F." This indicates no new financial or operational risks are being disclosed or changed.

Analyst Insight

Investors should view this filing as a routine compliance update rather than a catalyst for immediate action. It reinforces VMAR's commitment to corporate governance, which is a positive long-term signal. No new financial data or strategic shifts are presented, so current investment theses should remain unchanged based on this specific amendment.

Executive Compensation

Key Numbers

• 4,907,137 — Common Shares Outstanding (As of the close of business for the period ended August 31, 2025)
• 000-39730 — Commission File Number (Identifies Vision Marine Technologies Inc. with the SEC)
• August 31, 2025 — Fiscal Year End (Period covered by the Annual Report on Form 20-F)
• December 19, 2025 — Amendment Filing Date (Date this Form 20-F/A was filed with the SEC)
• September 12, 2025 — Restricted Share Unit Plan Adoption Date (Date the RSU Plan was adopted by the company)

Key Players & Entities

• Vision Marine Technologies Inc. (company) — Registrant filing the 20-F/A
• Alexandre Mongeon (person) — Chief Executive Officer of Vision Marine Technologies Inc.
• Raffi Sossoyan (person) — Company Contact Person for Vision Marine Technologies Inc.
• M&K CPAS, PLLC (company) — Auditor for Vision Marine Technologies Inc.
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (company) — Exchange where VMAR Common Shares are registered
• Roger Moore (person) — Executive with an employment agreement dated June 20, 2025
• ThinkEquity LLC (company) — Placement Agent and Underwriter for VMAR financings
• August 31, 2025 (date) — Fiscal year end covered by the annual report
• November 27, 2025 (date) — Original filing date of the 20-F

FAQ

Risk Factors

• Clawback Policy Adoption [medium — regulatory]: The company adopted an Executive Officer Clawback Policy as Exhibit 97.1 in this amendment. This policy is designed to recover incentive-based compensation in certain circumstances, indicating a focus on corporate governance and compliance with evolving regulatory expectations.
• Reliance on Key Agreements [medium — operational]: The company has several key agreements listed as exhibits, including manufacturing and supply agreements with Linamar Corporation and Mac Engineering, as well as various placement agency and subscription agreements. The success of operations is likely dependent on the performance and continuation of these relationships.
• Equity and Debt Instruments [medium — financial]: The company has various forms of warrants, convertible promissory notes, and equity purchase agreements filed as exhibits. These instruments can impact future dilution and financial obligations, requiring careful management and disclosure.

Industry Context

Vision Marine Technologies Inc. operates in the marine propulsion sector, focusing on electric outboard motors. The industry is experiencing a shift towards electrification driven by environmental concerns and technological advancements. Competitors range from established marine engine manufacturers introducing electric options to newer, specialized electric marine technology companies.

Regulatory Implications

The filing of an Executive Officer Clawback Policy indicates the company's adherence to evolving corporate governance standards and potential regulatory requirements related to executive compensation recovery. As a foreign private issuer, VMAR must comply with SEC regulations for its U.S.-listed securities.

What Investors Should Do

1. Review original Form 20-F
2. Monitor executive compensation policies
3. Assess impact of equity and debt instruments

Key Dates

• 2025-08-31: Fiscal Year End — Marks the end of the reporting period for the annual financial statements.
• 2025-09-12: Restricted Share Unit Plan Adoption — Indicates the implementation of a new equity incentive plan for employees, potentially impacting future share structure and compensation.
• 2025-09-25: Executive Employment Agreement with Alexandre Mongeon — Formalizes employment terms for a key executive, important for leadership stability and operational continuity.
• 2025-11-27: Original Form 20-F Filing — The initial filing of the annual report containing the company's financial results and operational details for the fiscal year.
• 2025-12-19: Amendment No. 1 Filing Date — Date this amendment, primarily for Exhibit 97.1 (Clawback Policy), was filed with the SEC.

Glossary

Form 20-F/A

An amendment to a Form 20-F, which is an annual report required for foreign private issuers with securities registered in the U.S. (This filing is an amendment to the company's annual report, indicating a change or addition to the original filing.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion (as of the time of this filing) and is permitted certain accommodations under the JOBS Act. (VMAR qualifies as an EGC, suggesting it may benefit from relaxed reporting and compliance requirements.)

Non-Accelerated Filer

A filer that does not meet the criteria for a large accelerated filer or an accelerated filer, typically based on market capitalization and filing history. (VMAR's status as a non-accelerated filer implies it is not subject to the most stringent SEC reporting and internal control requirements.)

Executive Officer Clawback Policy

A policy that allows a company to recover incentive-based compensation previously awarded to executive officers under specific circumstances, such as financial restatements. (The inclusion of this policy as an exhibit highlights the company's commitment to corporate governance and compliance with regulatory requirements like Dodd-Frank.)

Restricted Share Unit Plan

A plan that grants employees the right to receive shares of company stock at a future date, subject to vesting conditions. (The adoption of this plan indicates a strategy to incentivize and retain key personnel through equity awards.)

Year-Over-Year Comparison

This filing is an amendment (Form 20-F/A) to the original Form 20-F filed on November 27, 2025. It does not contain updated financial results or operational data from the original filing. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks against the previous year's filing cannot be made based on this amendment alone. The amendment's primary purpose is to include Exhibit 97.1, the Executive Officer Clawback Policy.

Filing Documents

• tm2533480d1_20fa.htm (20-F/A) — 70KB
• tm2533480d1_ex97-1.htm (EX-97.1) — 28KB
• tm2533480d1_20faimg001.jpg (GRAPHIC) — 6KB
• 0001104659-25-123095.txt ( ) — 380KB
• vmar-20250831.xsd (EX-101.SCH) — 3KB
• vmar-20250831_def.xml (EX-101.DEF) — 28KB
• vmar-20250831_lab.xml (EX-101.LAB) — 39KB
• vmar-20250831_pre.xml (EX-101.PRE) — 27KB
• tm2533480d1_20fa_htm.xml (XML) — 8KB

EXHIBITS

ITEM 19. EXHIBITS The following exhibits are filed as part of this Annual Report: Exhibit Index Description 2.1 Description of Securities Pursuant to Section 12 of the Exchange Act, filed as Exhibit 2.1 to our annual report on Form 20-F filed with the SEC on April 5, 2024. 3.1 Certificate of Incorporation, filed as Exhibit 3.1 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. 3.2 Certificate of Amendment, filed as Exhibit 3.2 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. 3.3 Articles of Amendment to the Company's Articles of Incorporation, as amended, filed as Exhibit 3.1 to our report on Form 6-K filed with the SEC on September 30, 2022. 3.4 Vision Marine Technologies Inc. General By-Laws, filed as Exhibit 3.1 to our report on Form 6-K filed with the SEC on September 1, 2023. 3.5 Certificate of Modification of the Series A Convertible Preferred Stock, filed as Exhibit 99.1 to our report on Form 6-k filed with the SEC on December 22, 2023 3.6 Certificate of Modification of the Series B Convertible Preferred Stock, dated January 15, 2024, filed as Exhibit 99.1 to our report on Form 6-k filed with the SEC on February 8, 2024 4.1 Share Certificate - Common Shares, filed as Exhibit 4.1 to our registration statement on Form F-1, as amended, filed with the SEC on September 22, 2020. 8.1 Subsidiaries List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant's Form F-1, filed on August 12, 2025) 10.1 Commercial Lease Agreement, dated June 10, 2017, between California Electric Boat Company Inc. and the Company (as translated into English from its original text in French), filed as Exhibit 10.1 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. 10.2 Commercial Lease Agreement, dated April 1, 2019, between California Electric Boat Company Inc. and the Company (as translated into English from its original text in French)

Underwriting

Underwriting Agreement, dated August 15, 2025 between the Company and ThinkEquity LLC (filed as Exhibit 1.1 to our report on Form 6-k filed on August 18, 2025) in connection with an August 2025 financing (the " August 2025 Financing ") 10.28 Form of Underwriter Warrant in connection with the August 2025 Financing (filed as Exhibit 4.1 to our report on Form 6-k filed on August 18, 2025) 10.29 Form of Pre-Funded Warrant in connection with the August 2025 Financing (filed as Exhibit 4.3 to our report on Form 6-k filed on August 18, 2025) 10.30 Restricted Share Unit Plan, adopted September 12, 2025 (filed as Exhibit 10.3 t our report on Form 6-k filed on September 26, 2025) 10.31 Employment Agreement, dated June 20, 2025, between the Company and Mr. Moore ** 10.32 Employment Agreement, dated August 25, 2025, between the Company and Mr. Poudrier ** 10.33 Employment Agreement, dated July 16, 2025, between the Company and Mr. Rathe ** 12.1 Section 302(a) Certification of CEO** 12.2 Section 302(a) Certification of CFO** 13.1 Section 906 Certifications of CEO and CFO*** 23.1 Consent of M&K CPAS, PLLC** 23.2 Consent of Ernst & Young LLP** 97.1 Executive Officer Clawback Policy* 101.INS XBRL Instance** 101.SCH XBRL Taxonomy Extension Schema** 101.CAL XBRL Taxonomy Extension Calculation** 101.DEF XBRL Taxonomy Extension Definition** 101.LAB XBRL Taxonomy Extension Labels** 101.PRE XBRL Taxonomy Extension Presentation** 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * Filed herewith ** Previously filed with Vision Marine Technologies Inc.'s Annual Report on Form 20-F for the fiscal year ended August 31, 2025, filed with the SEC on November 28, 2025. *** Previously furnished with Vision Marine Technologies Inc.'s Annual Report on Form 20-F for the fiscal yea

SIGNATURES

SIGNATURES The registrant certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. Vision Marine Technologies Inc. Date: December 19, 2025 By: /s/ Alexandre Mongeon Alexandre Mongeon Chief Executive Officer

View Full Filing

View this 20-F/A filing on SEC EDGAR