Form 8-K

8-K — NAPCO SECURITY TECHNOLOGIES, INC

Accession: 0001104659-26-081794

Filed: 2026-07-08

Period: 2026-07-08

CIK: 0000069633

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — nssc-20260708x8k.htm (Primary)

EX-99.1 (nssc-20260708xex99d1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nssc-20260708x8k.htm · Sequence: 1

NAPCO SECURITY TECHNOLOGIES, INC._July 8, 2026

0000069633false00000696332026-07-082026-07-08

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)

July 8, 2026

NAPCO SECURITY TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

Delaware

0-10004

11-2277818

(State or other jurisdiction of

(Commission File Number)

(IRS Employer Identification No.)

incorporation)

333 Bayview Avenue, Amityville, New York 11701

(Address of principal executive offices)

Registrant’s telephone number, including area code (631) 842-9400

(Former name and former address if changed from 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, par value $0.01 per share

NSSC

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 8, 2026, the Board of Directors (the “Board”) of NAPCO Security Technologies, Inc. (the “Company”), approved a leadership transition plan (the “Transition Plan”) whereby Mr. Richard Soloway, currently Chairman and Chief Executive Officer, will serve as Founder and Executive Chairman, and Mr. Kevin Buchel, currently President and Chief Operating Officer, will serve as Chief Executive Officer and President. The transition will be effective as of July 8, 2026.

Mr. Buchel’s and Mr. Soloway’s biographical information as required by Item 5.02(c) of Form 8-K is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 24, 2025, under the heading “Information Concerning Executive Officers,” and is incorporated by reference herein.

In connection with Mr. Soloway’s transition and appointment to Founder and Executive Chairman, the Company entered into an Employment Agreement effective as of July 8, 2026. Under the agreement, Mr. Soloway will receive an annual base salary of $800,000 and be eligible for an annual performance bonus targeted at 50% of base salary In addition, Mr. Soloway will be eligible to participate in the Company's 2022 Employee Stock Option Plan, or any successor equity plan, as determined by the Board’s Compensation Committee in its discretion with an annual target amount equal to 50% of base salary.

Additionally, in connection the Transition Plan, the Company and Mr. Buchel entered into an Employment Agreement, dated July 8, 2026, which provides for the appointment of Mr. Buchel to the office of Chief Executive Officer, and increases Mr. Buchel’s annual base salary to $900,000 in connection with this promotion. Mr. Buchel will also be eligible for an annual performance bonus targeted at 50% of base salary. In addition, Mr. Buchel will be eligible for an annual equity award targeted at 50% of base salary.

The employment agreements for each of Mr. Soloway and Mr. Buchel also provide for severance upon a termination without cause or a resignation for good reason, equal to two times their base salary and target bonus amount which is conditioned upon a standard release of claims. Both executives are subject to restrictive covenant obligations, including non-competition and non-solicitation obligations.

The foregoing is only a summary of the material terms of the employment agreements, do not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the employment agreements, which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 2026.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

99.1

Press Release issued by Napco Security Technologies, Inc. announcing the Transition Plan, dated July 8, 2026.

10 4

Cover Page Interactive Data File (formatted as Inline XBRL).

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 thereunder duly authorized.

NAPCO SECURITY TECHNOLOGIES, INC.

(Registrant)

Date: July 8, 2026

By:

/s/ Kevin S. Buchel

Kevin S. Buchel

Chief Executive Officer & President

EX-99.1

Filename: nssc-20260708xex99d1.htm · Sequence: 2

Exhibit 99.1

NAPCO Announces Executive Leadership Transition

AMITYVILLE, N.Y., July 8, 2026 /PRNewswire/ -- NAPCO Security Technologies, Inc. (“NAPCO” or the “Company”) (NASDAQ: NSSC), one of the leading manufacturers of high-tech electronic security equipment, wireless communication services devices for intrusion and fire alarm systems and the related recurring service revenues as well as a provider of school safety solutions, today announced an executive leadership transition intended to position the Company for its next phase of growth and success. Mr. Richard Soloway, currently Chairman and Chief Executive Officer, will serve as Founder and Executive Chairman, and Mr. Kevin Buchel, currently President and Chief Operating Officer, will serve as Chief Executive Officer and President. The transition will be effective as of July 8, 2026.

Mr. Soloway founded NAPCO more than 55 years ago and has led a talented and dedicated team to create one of the most successful and well-recognized security technology companies in the U.S. As Executive Chairman, Mr. Soloway will continue to provide leadership by focusing on strategic initiatives and long-term business plans, driving new product innovation, maintaining key security industry relationships, and providing guidance and advice to management members on critical issues affecting the Company. Mr. Soloway will also continue his position as Chairman of Board of Directors of NAPCO.

“It has been a tremendous privilege to serve as Chief Executive Officer of NAPCO, and I am very proud and gratified by the many achievements and milestones since founding the Company,” Mr. Soloway said, “In my new role as Executive Chairman, I am committed to bringing NAPCO to the next level of success. It is also with great confidence and pleasure that we turn the chief executive position over to Kevin, who has already demonstrated his leadership skills and business acumen since his appointment as NAPCO’s President and Chief Operating Officer two years ago, and I look forward to continuing to collaborate with Kevin in our new roles”

As Chief Executive Officer and President, Mr. Buchel will take on additional management responsibilities in all aspects of NAPCO’s day-to-day operations, including implementation of business strategies, execution of marketing and sales plans, communication with customers, suppliers and investors, and management of financial goals and objectives. Mr. Buchel has held various management positions at NAPCO for more than 25 years, and his intimate knowledge of and extensive experience with the Company makes him well suited to take the helm as Chief Executive Officer of NAPCO.

Mr. Buchel stated “I am very excited and honored for this opportunity to lead the NAPCO team as we embark on the next chapter of NAPCO’s success story. I look forward to executing our strategies, delivering innovative products, and implementing our differentiated business model to drive revenue growth and sustained profitability. I greatly appreciate Dick’s guidance and support over the years, and I am committed to continue working alongside him to lead our Company to the next phase of accomplishments.”

The Board of Directors of NAPCO believes that with the continuing leadership and guidance of Mr. Soloway as the Executive Chairman and Mr. Buchel as the Chief Executive Officer and President, NAPCO is well positioned to pursue and realize its strategic, business and financial objectives, and to create long-term value for its stockholders.

About NAPCO Security Technologies, Inc.

NAPCO Security Technologies, Inc., is one of the leading manufacturers of high-tech electronic security equipment, wireless communication services devices for intrusion and fire alarm systems and the related recurring service revenues as well as a provider of school safety solutions. The Company consists of NAPCO, plus three wholly owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. Headquartered in Amityville, New York, its products are installed by tens of thousands of security professionals in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for innovation, technical excellence and reliability, positioning the Company for growth in the multi-billion-dollar and rapidly expanding electronic security market. For additional information on NAPCO, please visit the Company's web site at http://www.napcosecurity.com.

Safe Harbor Statement

This press release contains forward-looking statements based on current expectations, estimates, forecasts and projections of future performance, as well as management’s judgment, beliefs, current trends and anticipated product performance. These forward-looking statements include, but are not limited to, statements relating to the executive leadership transition and the Company’s ability to increase revenue and profitability. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements because of certain factors, including those risk factors set forth in the Company's filings with the Securities and Exchange Commission, such as our annual report on Form 10-K and quarterly reports on Form 10-Q. Other unknown or unpredictable factors, or underlying assumptions that subsequently proved to be incorrect, could cause actual results to differ materially from those in the forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and the Company undertakes no duty to update such information, except as required under applicable law.

Contact:

Francis J. Okoniewski III

Vice President of Investor Relations

NAPCO Security Technologies, Inc.

800-645-9445 x 374

Mobile: 516-404-3597

fokoniewski@napcosecurity.com

SOURCE NAPCO Security Technologies, Inc.

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