Form 8-K

8-K — CPI AEROSTRUCTURES INC

Accession: 0001999371-26-017871

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0000889348

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 13, 2026

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York

001-11398

11-2520310

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

91 Heartland Boulevard, Edgewood, New York 11717

(Address of Principal Executive Offices)

Registrant’s telephone number, including area

code: (631) 586-5200

N/A

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

CVU

NYSE American

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

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 Condition.

On August 13, 2026, CPI Aerostructures, Inc. issued a press

release announcing financial results for the quarter ended June 30, 2026. The press release is attached to this Current Report on Form

8-K as Exhibit 99.1.

The information furnished under this Item 2.02, including the exhibit related

thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange

Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit

Description

99.1

Press Release, dated August 13, 2026.

104

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

SIGNATURE

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.

Dated: August 13, 2026

CPI AEROSTRUCTURES, INC.

By:

/s/ Robert Mannix

Robert Mannix

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1 — PRESS RELEASE, DATED AUGUST 13, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

CPI Aerostructures, Inc. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES REPORTS SECOND QUARTER

AND SIX MONTH 2026 RESULTS

Second Quarter 2026 vs. Second Quarter 2025

●

Revenue of $17.6 million compared to $15.2 million;

●

Gross profit of $3.9 million compared to $0.7 million;

●

Gross margin of 22.0% compared to 4.4% (17.1% excluding A-10 Program impact);

●

Net income of $0.7 million compared to net (loss) of $(1.3) million;

●

Earnings per share of $0.05 compared to (loss) per share of $(0.10);

●

Adjusted EBITDA(1) of $1.4 million compared to $(1.7) million ($0.6 million excluding A-10 Program impact).

Six Months 2026 vs. Six Months 2025

●

Revenue of $34.9 million compared to $30.6 million;

●

Gross profit of $8.4 million compared to $2.3 million;

●

Gross margin of 23.9% compared to 7.6% (19.3% excluding A-10 Program impact);

●

Net income of $1.9 million compared to net (loss) of $(2.6) million;

●

Earnings per share of $0.15 compared to (loss) per share of $(0.21);

●

Adjusted EBITDA(1) of $3.5 million compared to $(2.5) million ($2.0 million excluding A-10 Program impact).

EDGEWOOD, N.Y. – August 13, 2026 –

CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results

for the three and six months ended June 30, 2026, demonstrating substantial year-over-year improvement and meaningful margin expansion.

The Company’s results benefited from a more favorable product mix, strengthened operational execution, and disciplined cost management

across key Aerospace & Defense programs.

“Our six months performance showcases the results

of a focused growth strategy and disciplined execution, delivering year-over-year gains across every major metric,” said Dorith

Hakim, Chief Executive Officer of CVU. “Demand across our core defense platforms remains strong, and the combination of a more favorable

product mix and operational efficiencies drove a $6.0 million increase in gross profit and a $4.6 million increase in net income. Adjusted

EBITDA of $3.5 million represents a clear inflection point for the business, even when normalizing for the A-10 program impact.”

Added Ms. Hakim, “With a $533 million backlog,

supported by the recent $62 million in contract awards this year for new generation products, and the growing confidence of our customers,

we remain focused on disciplined program execution, quality, and delivery performance—pillars that support both near-term profitability

and long-term value creation. We have entered the second half of 2026 with strong visibility and confidence, well-aligned to deliver

continued financial improvement and sustained momentum into 2027.”

About CPI

Aero

CPI Aero is a prime contractor to the U.S. Department

of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world. CPI Aero provides

engineering, program management, supply chain management, assembly operations and MRO services to this global network of customers. CPI

Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies, military advanced

tactical pod structures, engine air inlets, and complex welded products.

Our OEM customers in the defense sector include (i)

Lockheed Martin Corporation and Sikorsky Aircraft, for the F-16 Fighting Falcon, the UH-60 BLACK HAWK©, the MH-60 Seahawk, the CH-53E

and the CH-53K King Stallion; (ii) RTX Corporation, formerly Raytheon, for the ALQ-249 Next Generation Jammer Mid-Band Pod for the EA-18G

Growlers, the Advanced Tactical Pods, the MS-110 & TacSAR Reconnaissance Airborne Pods, Hypersonic Missile Wings, and B-52 Radar Modernization;

(iii) L3Harris for the Next Generation Jammer Low-Band Pod for the EA-18G Growlers; (iv) Collins Aerospace, for RF Enclosures; (v) Northrop

Grumman Corporation, for the E-2D Advanced Hawkeye, the Airborne Laser Mine Detection Pod, welded tubes, aerial refueling probes, and

welded fluid tanks; and (vi) the DOD/USAF and the Defense Logistics Agency for the T-38 Pacer Classic and T-38 Talon. Our OEM customers

in the civil aviation market include Embraer S.A. for the Phenom 300 and Phenom 100.

Our funded backlog of remaining performance obligations

exceeds $100 million and the unfunded backlog of future orders for the expected duration of existing programs is $433 million. Our total

backlog is $533 million.

Forward-looking Statements

This press release contains 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. All statements, other than statements of historical fact, included in this press release are forward-looking statements.

Words such as “remain focused,” “well-aligned,” “sustained momentum,” “confidence,” and

similar expressions are intended to identify these forward-looking statements. These forward-looking statements include statements regarding

the Company’s backlog, future performance, program execution and expectations regarding continued financial improvement. The Company

does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and

you should not place undue reliance on the Company’s forward-looking statements.

Forward-looking statements involve risks

and uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factors

that could cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements,

including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form

10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Although the Company may elect to do so at

some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention

or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CPI Aero® is a registered

trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on X @CPIAERO.

Contacts:

Investor Relations Counsel

CPI Aerostructures, Inc.

Alliance Advisors IR

Robert Mannix

Jody Burfening

Chief Financial Officer

(212) 838-3777

(631) 586-5200

cpiaero@allianceadvisors.com

rmannix@cpiaero.com

www.cpiaero.com

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2026

(Unaudited)

December 31,

2025

ASSETS

Current Assets:

Cash

$ 835,875

$ 899,199

Accounts receivable, net

9,839,740

5,764,928

Contract assets

34,278,512

33,670,354

Inventory

620,268

800,823

Prepaid expenses and other current assets

2,103,024

2,272,696

Total Current Assets

47,677,419

43,408,000

Operating lease right-of-use assets

8,777,416

9,515,207

Property and equipment, net

512,562

412,553

Deferred tax asset, net

19,472,988

19,894,796

Goodwill

1,784,254

Other assets

486,377

229,691

Total Assets

$ 78,711,016

$ 75,244,501

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 16,035,856

$ 14,724,293

Accrued expenses

3,041,457

4,763,719

Contract liabilities

2,970,578

1,628,382

Loss reserve

126,676

138,426

Current portion of long-term debt

250,000

187,500

Financing lease liabilities, current

18,613

—

Operating lease liabilities, current

1,515,379

1,434,385

Income taxes payable

230,311

142,540

Total Current Liabilities

24,188,870

23,019,245

Line of credit

9,173,672

8,373,672

Long-term financing lease liabilities

86,993

—

Long-term operating lease liabilities

7,572,027

8,353,120

Long-term debt, net of current portion

9,578,051

9,690,890

Total Liabilities

50,599,613

49,436,927

Commitments and Contingencies

Shareholders’ Equity:

Preferred stock - $.001 par value; authorized 5,000,000 shares, 0 shares issued and outstanding

—

Common stock - $.001 par value; authorized 50,000,000 shares, 13,227,806 and 13,155,061 shares, respectively, issued and outstanding

13,228

13,155

Additional paid-in capital

75,523,591

75,142,168

Accumulated deficit

(47,425,416 )

(49,347,749 )

Total Shareholders’ Equity

28,111,403

25,807,574

Total Liabilities and Shareholders’ Equity

$ 78,711,016

$ 75,244,501

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$ 17,581,532

$ 15,179,108

$ 34,941,472

$ 30,579,716

Cost of sales

13,709,795

14,515,726

26,589,844

28,266,859

Gross profit

3,871,737

663,382

8,351,628

2,312,857

Selling, general and administrative expenses

2,675,952

2,654,024

5,326,215

5,489,801

Income (loss) from operations

1,195,785

(1,990,642 )

3,025,413

(3,176,944 )

Other income

—

5,480

30,373

6,980

Interest expense

(312,939 )

(287,546 )

(604,874 )

(775,637 )

Income (loss) before provision for income taxes

882,846

(2,272,708 )

2,450,912

(3,945,601 )

Provision (benefit) for income taxes

197,231

(947,749 )

528,579

(1,296,718 )

Net income (loss)

$ 685,615

$ (1,324,959 )

$ 1,922,333

$ (2,648,883 )

Income per common share, basic

$ 0.05

$ (0.10 )

$ 0.15

$ (0.21 )

Income per common share, diluted

$ 0.05

$ (0.10 )

$ 0.15

$ (0.21 )

Shares used in computing income per common share:

Basic

12,908,141

12,748,869

12,885,785

12,728,209

Diluted

13,042,595

12,748,869

13,056,924

12,728,209

Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure defined

as GAAP income from operations plus depreciation, amortization and stock-compensation expense.

Adjusted EBITDA as calculated by us may be calculated

differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure

of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as

to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income from operations

or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments

to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table

below that reconciles GAAP income (loss) from operations to Adjusted EBITDA.

The adjustments to calculate this non-GAAP financial

measure, and the basis for such adjustments, are outlined below:

Depreciation. The Company incurs depreciation

expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or

constructed to support the ongoing operations of the business. The assets are recorded at cost and are depreciated over the estimated

useful lives of individual assets.

Stock-based compensation expense. The Company

incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general and

administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other

companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Adjusted EBITDA is a non-GAAP financial measure and

should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial

measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to

incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the Company's

presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of income (loss) from operations

to Adjusted EBITDA is as follows:

Three months ended

Six months ended

June 30,

2026

2025

2026

2025

Income (loss) from operations

$ 1,195,785

(1,990,642 )

$ 3,025,413

(3,176,944 )

Depreciation

26,407

88,598

66,136

187,365

Stock-based compensation

146,209

168,583

381,496

488,812

Adjusted EBITDA

1,368,401

(1,733,461 )

3,473,045

(2,500,767 )

A-10 Termination

—

2,322,831

—

4,468,528

Adjusted EBITDA Excluding A-10 adjustment

$ 1,368,401

589,370

$ 3,473,045

1,967,761

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