Form 8-K

8-K — TRIO-TECH INTERNATIONAL

Accession: 0001437749-26-031125

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0000732026

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — trt20260915_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1019445.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: trt20260915_8k.htm · Sequence: 1

trt20260915_8k.htm

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0000732026

2026-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 24, 2026

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

1-14523

95-2086631

(Commission File Number)

(IRS Employer Identification No.)

Block 1008 Toa Payoh North, Unit 03-09 Singapore

318996

(Address of Principal Executive Offices)

(Zip Code)

(65) 6265 3300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐

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))

Securities registered or to be 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, no par value

TRT

Nasdaq Capital Market

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 12b2 of the Securities Exchange Act of 1934 (17 CFR 240.12b2) 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 ☐

Item 2.02 Results of Operations and Financial Conditions

On September 24, 2026, Trio-Tech International (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Trio-Tech International dated September 24, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date:

September 24, 2026

TRIO-TECH INTERNATIONAL

By: /s/ SRINIVASAN ANITHA

Name: Srinivasan Anitha

Title: Chief Financial Officer

EXIBIT INDEX

Exhibit Number

Description

99.1

Press Release of Trio-Tech International dated September 24, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1019445.htm · Sequence: 2

ex_1019445.htm

Exhibit 99.1

TRIO-TECH REPORTS 72% FISCAL 2026 REVENUE GROWTH, DRIVEN BY

CONTINUED AI AND AUTOMOTIVE SEMICONDUCTOR MOMENTUM

Fiscal Year-End Backlog More Than Doubles to $24.2 Million; Expanded Capacity Supports Fiscal 2027 Growth

SINGAPORE and Van Nuys, Calif. – September 24, 2026 – Trio-Tech International (NASDAQ: TRT), a comprehensive provider of semiconductor back-end solutions and a global value-added supplier of electronic equipment, today announced financial results for its fourth quarter and fiscal year ended June 30, 2026.

Trio-Tech International Chairman and CEO S.W. Yong’s Comments:

“Fiscal 2026 marked a significant step forward for Trio-Tech, with total revenue up 72% to $62.6 million and Semiconductor Back-End Solutions revenue nearly doubling to $49 million. Strong demand for semiconductor reliability testing services, including AI-related chip testing, drove growth as customers expanded advanced computing programs and diversified testing activity across Southeast Asia.

“We exited fiscal 2026 with a total backlog of $24.2 million, more than double the $11.0 million at the end of fiscal 2025, providing a strong foundation as we enter fiscal 2027. We are also seeing our semiconductor growth opportunity broaden beyond AI. Our recently announced three-year production burn-in contract with a new global IDM customer represents our second EV semiconductor production burn-in customer and further validates our capabilities in demanding automotive semiconductor applications.

“With a strong balance sheet, significantly expanded capacity in Malaysia, and growing opportunities across AI, high-performance computing, EV and autonomous-vehicle semiconductors, and Industrial Electronics, we believe we are well positioned for continued growth in fiscal 2027 and beyond.”

Fiscal 2026 Fourth Quarter Financial Results

●

Total revenue was $14.9 million, an increase of approximately 40% from $10.7 million in Q4 fiscal 2025.

SBS revenue was $12.1 million, an increase of approximately 85% from $6.6 million in the prior-year quarter.

IE revenue was $2.8 million, compared with $4.1 million in the prior-year quarter.

●

Gross profit was $2.8 million, or 19% of revenue, compared with $2.6 million, or 25% of revenue, in the prior-year quarter.

●

Total operating expense was $3.0 million, compared with $2.2 million a year ago.

●

Operating loss was $266,000, compared with operating income of $467,000 in Q4 fiscal 2025.

●

Other income was $9,000, compared with other expense of $315,000 in the prior year quarter.

●

Net loss attributable to Trio-Tech common shareholders was $199,000, compared with net income of $183,000 a year ago.

●

Net loss per basic share and diluted share was approximately $0.02, compared with split-adjusted net income of approximately $0.02 per basic and diluted share in the prior-year quarter.

Fiscal 2026 Financial Results

●

Total revenue increased 72% to $62.6 million, compared with $36.5 million in fiscal 2025.

SBS revenue increased 99% to $49.0 million, compared with $24.7 million in fiscal 2025.

IE revenue increased 15% to $13.6 million, compared to $11.8 million in fiscal 2025.

●

Gross profit was $10.4 million, or 17% of revenue, compared with $9.1 million, or 25% of revenue, in fiscal 2025.

●

Total operating expense was $10.6 million, compared with $8.9 million in fiscal 2025.

●

Operating loss was $204,000, compared with operating income of $254,000 in fiscal 2025. The year-over-year change primarily reflected higher general and administrative expenses associated with increased corporate activity, including the stock split and investor relations and communications initiatives, as well as higher stock-based compensation expense related to the appreciation in the Company’s share price.

●

Other income was $593,000, compared with other expense of $81,000 in fiscal 2025.

●

Net loss attributable to Trio-Tech common shareholders was $34,000, compared with a net loss of $41,000 in fiscal 2025.

●

Net loss per basic and diluted share was $0.00, consistent with fiscal 2025.

●

Total backlog was $24.2 million at June 30, 2026, compared with $11.0 million a year earlier. SBS backlog was approximately $19.8 million and IE backlog was approximately $4.4 million.

●

Net cash provided by operating activities increased to $3.4 million from $0.4 million in fiscal 2025.

●

Cash, cash equivalents, short-term deposits and restricted term deposits totaled approximately $28.5 million, compared with approximately $19.5 million at June 30, 2025.

Outlook

Trio-Tech enters fiscal 2027 with continued demand for semiconductor back-end testing services across AI, high-performance computing and automotive applications, including EV and autonomous-vehicle semiconductors. During fiscal 2026, the Company delivered approximately $6.3 million of the previously announced $14.2 million in burn-in board-related orders, with approximately $7.9 million remaining to be delivered. During the first quarter of fiscal 2027, the Company received an additional purchase order of approximately $1.5 million. This order activity provides increased visibility into demand for the Company’s semiconductor back-end solutions entering fiscal 2027.

The Company also recently announced a three-year production burn-in contract with its second European EV semiconductor customer, with minimum billings of approximately $4.7 million over the term and potential to scale to $6 million, further expanding its presence in automotive semiconductor reliability testing and providing additional multiyear revenue visibility.

The Company’s expanded Malaysian footprint, including approximately 104,000 square feet of additional space in Perai, Penang, provides significant additional capacity to meet growing demand from its North American customer. Trio-Tech anticipates a progressive increase in production volumes beginning in the second quarter of fiscal 2027 as it completes the phased installation of system-level and electrical test capabilities in the expanded facility.

Industrial Electronics also enters fiscal 2027 with encouraging activity. First-quarter bookings to date total approximately $4.6 million, reflecting demand across aerospace, display solutions, and other industrial markets. The Company anticipates year-over-year growth in its IE operations and is pursuing opportunities in new markets, including data center and industrial energy efficiency applications. For example, Trio-Tech is introducing an equipment solution designed to improve the efficiency of cooling towers used in data centers, semiconductor manufacturing facilities, power plants, and other industrial applications, while reducing water and energy consumption and environmental waste.

Trio-Tech remains focused on providing high-quality solutions to its global customer base through operational discipline, demand-driven capital investment and maintaining a strong liquidity position, while continuing to expand its capabilities to support long-term growth and profitability.

About Trio-Tech International

Trio-Tech International (NASDAQ: TRT) is a California-based company operating in the United States, Singapore, Malaysia, Thailand, and China. Founded in 1958, Trio-Tech is a leading provider of semiconductor testing services, manufacturing solutions, and value-added distribution services. The Company’s diversified business segments include semiconductor back-end solutions and industrial electronics. For more information, visit www.triotech.com and www.universalfareast.com.

Forward Looking Statements

This press release contains statements that are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and assumptions regarding future activities and results of operations. In light of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the following factors, among others, could cause actual results to differ materially from those reflected in any forward looking statements made by or on behalf of the Company: market acceptance of Company products and services; the divestiture of one or more business segments in response to, among other factors, changing business conditions or technologies and volatility in the semiconductor industry, which could affect demand for the Company's products and services; the impact of competition; problems with technology; product development schedules; delivery schedules; changes in military or commercial testing specifications which could affect the market for the Company's products and services; difficulties in profitably integrating acquired businesses, if any, into the Company; risks associated with conducting business internationally and especially in Asia, including currency fluctuations and devaluation, currency restrictions, imposition of tariffs, local laws and restrictions and possible social, political and economic instability; changes in U.S. and global financial and equity markets, including market disruptions and significant interest rate fluctuations; trade tension between U.S. and China and other economic, financial and regulatory factors beyond the Company's control. Other than statements of historical fact, all statements made in this release are forward looking, including, but not limited to, statements regarding industry prospects, future results of operations or financial position, and statements of our intent, belief and current expectations about our strategic direction, prospective and future financial results and condition. In some cases, you can identify forward looking statements by the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential," "believes," "can impact," "continue," or the negative thereof or other comparable terminology. Forward looking statements involve risks and uncertainties that are inherently difficult to predict, which could cause actual outcomes and results to differ materially from our expectations, forecasts and assumptions. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

For inquiries, please contact:

PondelWilkinson Inc.

Todd Kehrli or Jim Byers

tkehrli@pondel.com

jbyers@pondel.com

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) / INCOME

(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

Three Months Ended

June 30,

Twelve Months Ended

June 30,

2026

2025

2026

2025

Revenue

Semiconductor Back-end Solutions

12,130

6,569

49,018

24,682

Industrial Electronics

2,792

4,091

13,554

11,756

Others

14,931

10,671

62,605

36,473

Cost of Sales

12,152

8,043

52,188

27,329

Gross Margin

2,779

2,628

10,417

9,144

Operating Expense:

General and administrative

2,733

1,894

9,377

7,890

Selling

214

176

847

718

Research and development

397

384

Gain on disposal of property, plant and equipment

)

(102

)

Total operating expense

3,045

2,161

10,621

8,890

(Loss) / Income from Operations

(266

)

467

(204

)

254

Other Income / (Expense)

Interest expense

(24

)

(65

)

(45

)

Other income / (expense), net

(358

)

641

(181

)

Government grant

145

Total other income / (expense)

(315

)

593

(81

)

(Loss) / Income from Continuing Operations before Income Taxes

(257

)

152

389

173

Income Tax Benefits / (Expense)

(228

)

(168

)

(Loss) / Income from Continuing Operations before Non-controlling Interest, Net of Taxes

(198

)

180

161

Discontinued Operations

(Loss) / Income from discontinued operations, net of tax

)

(10

)

Net (Loss) / Income

(200

)

170

219

Less: Net (loss) / income attributable to non-controlling interest

)

(13

)

253

Net (Loss) / Income Attributable to Common Shareholders

(199

)

183

(34

)

(41

)

Amounts Attributable to Common Shareholders:

(Loss) / Income from continuing operations, net of tax

(197

)

191

(65

)

(36

)

(Loss) / Income from discontinued operations, net of tax

)

Net (Loss) / Income Attributable to Common Shareholders

(199

)

183

(34

)

(41

)

Basic (Loss) / Earnings per Share:

Basic (loss) / earnings per share from continuing operations

(0.02

)

0.02

(0.00

)

(0.00

)

Basic (loss) / earnings from discontinued operations

Basic (Loss) / Earnings per Share from Net (Loss) / Income

(0.02

)

0.02

(0.00

)

(0.00

)

Diluted (Loss) / Earnings per Share:

Diluted (loss) / earnings per share from continuing operations

(0.02

)

0.02

(0.00

)

(0.00

)

Diluted (loss) / earnings per share from discontinued operations

Diluted (Loss) / Earnings per Share from Net (Loss) / Income

(0.02

)

0.02

(0.00

)

(0.00

)

Weighted Average Number of Common Shares Outstanding

Basic

9,878

8,626

9,009

8,542

Dilutive effect of stock options

Number of Shares Used to Compute Earnings Per Share Diluted

9,878

8,692

9,009

8,542

Three Months Ended

June 30,

Twelve Months Ended

June 30,

2026

2025

2026

2025

Comprehensive (Loss) / Income Attributable to Common Shareholders:

Net (loss) / Income

(200

)

170

219

Foreign currency translation, net of tax

1,058

449

1,800

Comprehensive (Loss) / Income

(125

)

1,228

668

1,800

Less: comprehensive (loss) / income attributable to non-controlling interest

)

(184

)

292

(21

)

Comprehensive (Loss) / Income Attributable to Common Shareholders

(123

)

1,412

376

1,821

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

June 30,

2026

2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

21,428

10,890

Short-term deposits

4,294

5,817

Short-term investment

368

Trade accounts receivable, less allowance for expected credit losses of $194 and $35, respectively

13,546

10,804

Other receivables

1,056

608

Inventories, less provision for obsolete inventories of $821 and $851, respectively

3,406

2,262

Prepaid expense and other current assets

395

384

Restricted term deposits

819

816

Total current assets

45,312

31,581

NON-CURRENT ASSETS:

Deferred tax assets

281

Investment properties, net

293

345

Property, plant and equipment, net

6,598

6,021

Operating lease right-of-use assets

5,481

864

Other assets

774

231

Restricted term deposits

1,948

1,935

Total non-current assets

15,375

9,487

TOTAL ASSETS

60,687

41,068

LIABILITIES

CURRENT LIABILITIES:

Lines of credit

141

Accounts payable

7,577

1,896

Accrued expense

2,812

3,036

Contract liabilities

200

250

Income taxes payable

213

122

Current portion of bank loans payable

246

256

Current portion of finance leases

Current portion of operating leases

2,109

540

Total current liabilities

13,157

6,284

NON-CURRENT LIABILITIES:

Bank loans payable, net of current portion

199

428

Operating leases, net of current portion

3,356

324

Deferred tax liabilities

Other non-current liabilities

938

Total non-current liabilities

4,515

793

TOTAL LIABILITIES

17,672

7,077

EQUITY

TRIO-TECH INTERNATIONAL’S SHAREHOLDERS’ EQUITY:

Common stock, no par value, 15,000,000 shares authorized; 10,371,192 and 8,625,610 shares issued outstanding as of June 30, 2026 and 2025, respectively

24,878

13,490

Paid-in capital

6,548

5,979

Treasury stock, at cost

(12

)

Accumulated retained earnings

10,832

12,037

Accumulated other comprehensive income-translation adjustments

2,632

2,522

Total Trio-Tech International shareholders’ equity

44,878

34,028

Non-controlling interest

(1,863

)

(37

)

TOTAL EQUITY

43,015

33,991

TOTAL LIABILITIES AND EQUITY

60,687

41,068

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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