Amendment to Annual Report (Form 10-K/A)

CPI Aerostructures, Inc. ("CPI Aero" or the "Company") is filing this Amendment No. 2 (this "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2025, as originally filed with the Securities and Exchange Commission (the "SEC") on March 31, 2026 and as amended by Amendment No. 1 thereto filed with the SEC on April 7, 2026 (as so amended, the "Form 10-K"), solely to provide the information required by Part III of Form 10-K because the Company's definitive proxy statement for its 2026 Annual Meeting of Shareholders (the "Proxy Statement") will not be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2025. This Amendment hereby amends and restates in their entirety Items 10 through 14 of Part III of the Form 10-K. 

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company's principal executive officer and principal financial officer are filed as Exhibits 31.1 and 31.2 to this Amendment under Item 15 of Part IV hereof. Because this Amendment does not include financial statements and does not contain or amend disclosures with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. 

Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Form 10-K, as previously amended by Amendment No. 1, and the Form 10-K, as so amended, continues to speak as of March 31, 2026, the date of its original filing with the SEC. This Amendment does not reflect events occurring after such date or modify or update in any way disclosures contained in the Form 10-K, as previously amended. 

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Form 10-K.