Form 8-K

8-K — NETSOL TECHNOLOGIES INC

Accession: 0001493152-26-044685

Filed: 2026-09-29

Period: 2026-09-28

CIK: 0001039280

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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0001039280

2026-09-28

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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 28, 2026

Commission

file number: 0-22773

NETSOL

TECHNOLOGIES, INC.

(Exact

name of small business issuer as specified in its charter)

nevada

95-4627685

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S.

Employer NO.)

16000

Ventura Blvd, Suite 770

Encino,

CA 91436

(Address

of principal executive offices) (Zip Code)

(818)

222-9195 / (818) 222-9197

(Issuer’s

telephone/facsimile numbers, including area code)

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, $.01 par value

per share

NTWK

NASDAQ

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.

September 28, 2026, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the

year ended June 30, 2026. The press release is furnished as Exhibit 99.1 to this Form 8-K. NetSol Technologies, Inc. also attached an

Investor Overview to the company’s earning call webcast in the form furnished as Exhibit 99.2 to this form 8-K.

The

information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated

by reference into any registration statement or other document filed 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.

Exhibits

99.1

News Release dated September 28, 2026

99.2

Investor Overview

Page 2

SIGNATURES

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

NETSOL

TECHNOLOGIES, INC.

Date:

September

28, 2026

/s/

Najeeb Ghauri

NAJEEB

GHAURI

Chief

Executive Officer

Date:

September

28, 2026

/s/

Sardar Mohammad Abubakr

SARDAR

MOHAMMAD ABUBAKR

Chief

Financial Officer

Page 3

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

NETSOL

Technologies reports record fiscal 2026 revenue and full-year profitability, exceeding guidance

Full-year

revenue rises 12.5% to a record $74.4 million as operating income nearly doubles YoY and cash reaches $27.1 million; Company introduces

fiscal 2027 guidance.

ENCINO,

Calif., September 28, 2026 (GLOBE NEWSWIRE) -- NETSOL Technologies, Inc. (Nasdaq: NTWK), a provider of AI-enabled solutions and services

powering OEMs, dealerships and financial institutions to sell, finance and lease assets, reported its results for the fourth quarter

of fiscal 2026 and full year ended June 30, 2026.

● Full-year

revenue increased 12.5% to a record $74.4 million, exceeding guidance of $73 million; subscription

and support revenue increased 8.7% to $35.8 million.

● Full-year

gross margin increased 330 basis points to 52.6%; operating income nearly doubled to $6.9

million, with operating margin up 400 basis points to 9.3%.

● Full-year

GAAP net income attributable to NETSOL was $2.95 million, or $0.25 per diluted share; consolidated

net income increased 22.4% to $5.6 million.

● Full-year

adjusted EBITDA increased 68.8% to $9.15 million on a consolidated basis and 61.0% to $6.01

million attributable to NETSOL shareholders.

● Full-year

operating cash flow increased to $13.9 million from $0.4 million; year-end cash increased

56.3% to $27.1 million.

● Fourth-quarter

revenue increased 12.5% to a record $20.7 million; subscription and support revenue increased

9.0% and services revenue increased 21.3%; gross margin expanded to 63.6% from 56.2%; operating

income increased 40.2% to $4.5 million.

● Fiscal

2027 guidance: revenue growth of 13% to 16%; gross margin of approximately 50% or better;

and consolidated adjusted EBITDA growth of 15% to 25%.

Fourth

quarter fiscal 2026 financial results

Total

net revenues for the fourth quarter of fiscal 2026 were $20.7 million, a quarterly record, compared with $18.4 million in the prior-year

period, an increase of 12.5%. Total net revenues were $19.9 million on a constant currency basis.

Total

subscription (SaaS and Cloud) and support revenues for the fourth quarter were $8.9 million, an increase of 9.0%, compared with $8.2

million in the prior-year period. Total subscription and support revenues on a constant currency basis were $8.2 million.

Services

revenues for the fourth quarter were $11.7 million, an increase of 21.3%, compared with $9.7 million in the prior-year period. Services

revenues on a constant currency basis were $11.6 million.

Gross

profit for the fourth quarter was $13.2 million or 63.6% of net revenues, an increase of 27.3%, compared with $10.3 million or 56.2%

of net revenues in the prior-year period. Gross profit for the fourth quarter was $12.5 million or 63.0% of net revenues as measured

on a constant currency basis.

Income

from operations for the fourth quarter was $4.5 million, an increase of 40.2%, compared with $3.2 million in the prior-year period, representing

an operating margin of 21.6% compared with 17.4%. Income from operations for the fourth quarter was $4.1 million on a constant currency

basis.

GAAP

net income attributable to NETSOL was $3.8 million or $0.32 per diluted share, an increase of 45.9%, compared with $2.6 million or $0.22

per diluted share in the prior-year period.

Non-GAAP

EBITDA was $4.7 million, compared with $4.7 million in the prior-year period (see note regarding “Use of Non-GAAP Financial Measures,”

below).

Full

fiscal year ended June 30, 2026 financial results

Total

net revenues for the full fiscal year ended June 30, 2026, were $74.4 million, an increase of 12.5%, compared with $66.1 million in the

prior year. Total net revenues were $73.4 million on a constant currency basis.

Total

subscription (SaaS and Cloud) and support revenues for the full fiscal year were $35.8 million, an increase of 8.7%, compared with $32.9

million in the prior year, and represented approximately 48% of total net revenues. Total subscription and support revenues on a constant

currency basis were $35.3 million.

Total

services revenues were $33.6 million compared with $32.6 million in the prior year, representing a 3.3% increase, as the Company progressed

major implementations. Total services revenues on a constant currency basis were $33.2 million.

Total

license fees were $5.0 million compared with $0.6 million in the prior year, and included approximately $4.7 million associated with

the renewal and amendment of an existing Transcend customer agreement. Total license fees on a constant currency basis were $4.9 million.

Gross

profit for the full fiscal year was $39.1 million or 52.6% of net revenues, an increase of 20.2%, compared with $32.6 million or 49.3%

of net revenues in the prior year. Gross profit was $38.2 million or 52.1% of net revenues as measured on a constant currency basis.

Income

from operations for the full fiscal year was $6.9 million, an increase of 98.4%, compared with $3.5 million in the prior year, representing

an operating margin of 9.3% compared with 5.3%. Income from operations was $6.4 million on a constant currency basis.

GAAP

net income attributable to NETSOL for the full fiscal year totaled $2.95 million or $0.25 per diluted share, compared with $2.9 million

or $0.25 per diluted share in the prior year. Fiscal 2025 included a $1.30 million gain on foreign currency exchange transactions and

$1.87 million of interest income, while fiscal 2026 included a $0.39 million foreign currency exchange loss and $1.07 million of interest

income; net income attributable to non-controlling interests increased to $2.65 million from $1.65 million. Consolidated net income increased

22.4% to $5.6 million. On a constant currency basis, GAAP net income attributable to NETSOL totaled $2.4 million or $0.21 per diluted

share.

Non-GAAP

EBITDA for the full fiscal year was $8.0 million, an increase of 22.8%, compared with $6.5 million in the prior year. Consolidated adjusted

EBITDA was $9.15 million, an increase of 68.8%, compared with $5.42 million, and adjusted EBITDA attributable to NETSOL was $6.01 million,

an increase of 61.0%, compared with $3.73 million in the prior year (see note regarding “Use of Non-GAAP Financial Measures,”

below and Schedule 4).

Remaining

performance obligations were $49.1 million at June 30, 2026, of which approximately $22.5 million is expected to be recognized as revenue

within the next 12 months.

Cash

flow and balance sheet

Net

cash provided by operating activities for the full fiscal year was $13.9 million, compared with $0.4 million in the prior year. The increase

included approximately $6.5 million contributed by contract liabilities reflecting advance billings. The Company invested $2.0 million

in property and equipment and $2.7 million in capitalized software development during the year.

Cash

and cash equivalents were $27.1 million at June 30, 2026, an increase of 56.3%, compared with $17.4 million at June 30, 2025. Working

capital was $29.2 million at June 30, 2026. NETSOL stockholders’ equity was $41.6 million or $3.50 per share at June 30, 2026.

Total debt and finance lease obligations were $8.4 million, with $0.21 million in long-term maturities.

Management

commentary

Najeeb

Ghauri, Founder and Chief Executive Officer of NETSOL Technologies, Inc., commented:

“Fiscal

2026 marked a clear step forward for NETSOL. We delivered record annual revenue, expanded margins and finished the year with strong operational

momentum. The rebound from our first quarter demonstrates the capability and resilience of our teams, while the continued growth of subscription

and support revenue reinforces the value of our long-term customer relationships.”

“We

enter fiscal 2027 with real momentum, with product offerings that are doing more for our customers than at any point in our

history, and with the visibility to introduce full-year guidance alongside our fourth quarter results. Our focus is on making growth

more predictable and on translating consolidated performance more effectively into value for NETSOL shareholders. We will do that through

the Transcend platform and practical AI across our products and operations, through selective partnerships and acquisitions where we

see a clear strategic and financial return, and by evaluating structural options that may reduce the economic impact of minority interests

over time.”

Asad

Ghauri, Global Head of Sales and Group Managing Director of Europe at NETSOL Technologies, Inc., commented:

“Customer

engagement remained strong across our established markets during the year, with growing demand for modern cloud platforms, AI-enabled

finance solutions and digital retail. We expanded relationships for Transcend Finance with a number of existing customers, including

a tier-one global auto captive, a long-standing customer and strategic partner of three decades, with whom we signed a $50 million contract

extension; a tier-one U.S.-based auto captive that went live in China; Toyota Leasing Thailand, which upgraded its platform; a tier-one

multinational bank in the United Kingdom that renewed its agreement; and most recently, BMO Equipment Finance in the United States, which

moved from its legacy platform to Transcend Finance.”

“We

progressed major implementations and developed new opportunities across automotive finance, equipment finance and digital retail on the

Transcend platform. Our commercial priorities are disciplined conversion of a qualified pipeline, expansion within our installed base

and partnerships that extend our reach without compromising execution quality.”

Sardar

Abubakr, Chief Financial Officer of NETSOL Technologies, Inc., commented:

“Fiscal

2026 produced the strongest operating performance in several years. Revenue increased 12.5%, operating income nearly doubled and operating

cash flow reached $13.9 million. The quality of the result is also important: fiscal 2025 included a $1.30 million foreign exchange gain

and $1.87 million of interest and investment income, while fiscal 2026 included a $0.39 million foreign exchange loss and lower interest

income. Despite that year-over-year headwind and a higher allocation to non-controlling interests, consolidated net income increased

22.4%.”

“We

ended the year with $27.1 million in cash and greater capacity to invest in products, customer delivery and selected strategic opportunities.

Our efficiency program will continue through fiscal 2027. As of June 30, we employed approximately 1,370 people, compared with approximately

1,460 a year earlier, while revenue grew 12.5%. We are reviewing workforce structure, utilization, location strategy and the skills an

AI-enabled delivery model requires. This is not a headcount-reduction exercise; it is a disciplined review of how we deploy people and

direct capacity toward product innovation, customer delivery and growth.”

“For

fiscal 2027, NETSOL currently expects total net revenue growth of 13% to 16% over fiscal 2026; gross margin of approximately 50% or better;

and consolidated adjusted EBITDA growth of 15% to 25%, corresponding to approximately $10.5 million to $11.4 million. Our financial agenda

for fiscal 2027 is straightforward: grow recurring revenue and its visibility, protect and improve margins, apply AI in practical and

measurable ways, focus the portfolio on our highest-return opportunities, and strengthen the conversion of consolidated profit into value

for NETSOL shareholders.”

Beginning

with fiscal 2026 results, the Company is reporting contracted revenue, which it defines as revenue expected under existing signed agreements

plus management’s best estimate of change requests from those customers. Contracted revenue was approximately $60 million at June

30, 2026. Contracted revenue differs from remaining performance obligations, which include only amounts contracted under applicable accounting

standards; it is not a GAAP measure, annual recurring revenue, backlog or a guaranteed revenue floor. The Company intends to report contracted

revenue each quarter and to grow above it through Transcend deployments, expansion within existing customers, new customers and partnerships.

Conference

call

NETSOL

Technologies management will hold a conference call Monday, September 28, 2026, at 9:00 am Eastern Time (6:00 am Pacific Time) to discuss

its results for the fourth quarter and full year ended June 30, 2026. A question-and-answer session will follow management’s prepared

remarks.

Participant

dial-in: 1-877-407-0789 or 1-201-689-8562

live webcast of the conference call will be available here. Information about the webcast will also be available on the Investor

Relations section of NETSOL’s website at www.netsoltech.com.

Telephone

replay: Telephone replays will be made available approximately 3 hours after conference end time.

Replay

dial-in: 1-844-512-2921 or 1-412-317-6671.

Replay

expiration: Monday, October 12, 2026 at 11:59 PM ET.

Access

ID: 13762610.

About

NETSOL Technologies

NETSOL

Technologies delivers state-of-the-art solutions for the asset finance and leasing industry, serving automotive and equipment OEMs, auto

captives and financial institutions across over 30 countries. Since its inception in 1997, NETSOL has been at the cutting edge of technology,

pioneering innovations with its asset finance solutions, and today leverages advanced AI and cloud services to meet the complex needs

of the global market. Renowned for its deep industry expertise, customer-centric approach and commitment to excellence, NETSOL fosters

strong partnerships with its customers, ensuring their success in an ever-evolving landscape. With a rich history of innovation, ethical

business practices and a focus on sustainability, NETSOL is dedicated to empowering businesses worldwide, securing its position as the

trusted partner for leading firms around the globe.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding

the company’s products and services, expectations for future operations, fiscal 2027 guidance for revenues, gross margin and adjusted

EBITDA, contracted revenue, remaining performance obligations and revenue visibility, AI-enabled products and productivity initiatives,

the Company’s efficiency program, capital allocation, potential strategic partnerships and acquisitions, potential structural actions

concerning non-controlling interests, and other statements that are not historical facts. These forward-looking statements may be identified

by terminology such as “expects,” “anticipates,” “believes,” “intends,” “plans,”

“projects,” “targets,” “guidance,” “assumes,” and similar expressions. These statements

are not guarantees of future performance and are subject to a number of risks, uncertainties, and assumptions that are difficult to predict.

The fiscal 2027 outlook assumes continued subscription growth, execution of contracted implementations, disciplined cost management and

no material acquisitions. Factors that could cause actual results to differ materially include, but are not limited to, the timing of

customer agreements, go-lives, contract signings and renewals, implementation milestones, the rate of adoption of AI-enabled product

capabilities, foreign currency volatility, customer concentration and customer decisions, the timing of advance billings and collections,

investment levels, competition, geopolitical and macroeconomic conditions, and other factors discussed in NETSOL’s most recent

Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Readers

are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. NETSOL undertakes

no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise,

except as required by law.

Use

of Non-GAAP financial measures

This

press release includes references to non-GAAP EBITDA, non-GAAP adjusted EBITDA, gross, and non-GAAP adjusted EBITDA, net, which are non-GAAP

financial measures. Non-GAAP EBITDA is net income before non-controlling interest, income taxes, depreciation and amortization, interest

expense and interest income. Non-GAAP adjusted EBITDA, gross, further excludes foreign currency exchange gains and losses and non-cash

stock-based compensation; non-GAAP adjusted EBITDA, net, further deducts the adjusted EBITDA attributable to non-controlling interests.

Management believes these measures assist investors in evaluating operating performance and comparing results across periods. Non-GAAP

measures should be considered in addition to, and not as substitutes for, the most directly comparable GAAP measures. Reconciliations

of these measures to net income attributable to NETSOL, the most directly comparable GAAP measure, together with an explanation of how

management uses these measures, are provided in Schedule 4 of the financial tables that follow.

Investor

Relations Contact:

Investor

Relations

(818)

222-9195

investors@netsoltech.com

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Sep. 28, 2026

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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

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Local phone number for entity.

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No definition available.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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

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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.

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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.

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

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