Form 8-K

8-K — Optex Systems Holdings Inc

Accession: 0001493152-26-022360

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001397016

SIC: 3827 (OPTICAL INSTRUMENTS & LENSES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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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): May 11, 2026

OPTEX

SYSTEMS HOLDINGS, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-41644

90-0609531

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1420

Presidential Drive, Richardson, TX

75081-2439

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (972) 644-0722

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:

☐

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 DFR 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

Name

of each exchange on which registered

Common

Stock

OPXS

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

☐

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.

May 11, 2026, Optex Systems Holdings, Inc. (the “Company”) issued a press release regarding its financial results for the

fiscal quarter ended March 29, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference

herein.

The

information above is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1,

shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any

general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Number

Description

99.1

Financial Results Press Release, dated May 11, 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.

Optex

Systems Holdings, Inc.

(Registrant)

By:

/s/

Karen Hawkins

Karen

Hawkins

Title:

Chief

Financial Officer

Date:

May 11, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Optex

Systems Holdings Announces Fiscal Q2 2026 Financial Results

RICHARDSON,

Texas, May 11, 2026 – Optex Systems Holdings, Inc. (Nasdaq: OPXS), a manufacturer of precision optical sighting systems for military

and commercial applications, today announced financial results for the three and six months ended March 29, 2026.

Chad

George, CEO of Optex Systems Holdings, Inc., commented: “Optex remains on track to deliver one of the strongest revenue years in

the Company’s history, while continuing to improve gross margins through operational efficiencies and disciplined cost management.

We believe increased investment in research and development positions the Company for long-term growth and stronger profitability moving

forward.”

Three

and Six-month Fiscal 2026 Highlights

● Revenue

for the quarter was $9.6 million compared to $10.7 million in the prior year period

● Six-month

revenue totaled $18.8 million, relatively flat compared to the prior year

● Three-month

gross margin improved to 35.2% compared to 31.3% last year

● Quarterly

net income was $1.3 million, or $0.19 per diluted share, compared to $1.6 million, or $0.23

per diluted share last year

● Quarterly

adjusted EBITDA was $2.0 million compared to $2.4 million in the prior year period

● New

orders increased 3.8% year over year to $16.3 million for the first six months

● Working

capital increased to $22.6 million

● Cash

balance totaled $4.2 million with no outstanding debt under the Company’s revolving

credit facility

The

Company’s first-half revenue was impacted by the federal government shutdown and delayed approval of the fiscal 2026 appropriations

bill, which postponed several contract awards into the second half of the fiscal year.

Despite

the lower revenue, gross profit and gross margins improved due to the completion of legacy loss-making contracts, improved pricing on

newer programs, and operational efficiencies across both operating segments.

Operating

expenses increased primarily due to leadership transition costs, stock compensation expense, higher research and development spending

and investments related to CMMC compliance and internal systems upgrades.

Fiscal

2026 Outlook

Based

on current funded backlog and anticipated contract awards, the Company expects stronger revenue performance during the second half of

fiscal 2026, with full-year revenue anticipated to range between $43 million and $45 million compared to $41.3 million during fiscal

2025.

addition, the Company expects full-year fiscal 2026 Adjusted EBITDA to range between $7.5 million and $8.5 million compared to $8.0 million

in fiscal 2025.

During

the first six months of fiscal 2026, the Company invested approximately $0.8 million in capital equipment and has an additional $1.1

million in committed capital expenditures focused on expanding manufacturing capacity, supporting new product lines, and enhancing rapid

prototyping and research capabilities.

Our

key performance measures for the three and six months ended March 29, 2026 and March 30, 2025 are summarized below.

(Thousands)

Three months ended

Six months ended

Metric

Mar 29, 2026

Mar 30, 2025

% Change

Mar 29, 2026

Mar 30, 2025

% Change

Revenue

$ 9,627

$ 10,730

(10.3 )%

$ 18,772

$ 18,928

(0.8 )%

Gross Profit

$ 3,392

$ 3,361

0.9 %

$ 5,488

$ 5,489

Gross Margin %

35.2 %

31.3 %

12.5 %

29.2 %

29.0 %

0.7 %

Operating Income

$ 1,664

$ 2,237

(25.6 )%

$ 1,813

$ 3,153

(42.5 )%

Net Income

$ 1,341

$ 1,768

(24.2 )%

$ 1,583

$ 2,612

(39.4 )%

Adjusted EBITDA (non-GAAP)

$ 2,035

$ 2,435

(16.4 )%

$ 2,763

$ 3,572

(22.6 )%

The

table below summarizes our three and six-month operating results for the periods ended March 29, 2026 and December 30, 2025, in terms

of both the GAAP net income measure and the non-GAAP Adjusted EBITDA measure. We believe that including both measures allows the reader

to better evaluate our overall performance.

(Thousands)

Three months ended

Six months ended

March 29, 2026

March 30, 2025

March 29, 2026

March 30, 2025

Net Income (GAAP)

$ 1,341

$ 1,768

$ 1,583

$ 2,612

Add:

Non-recurring General and Administrative Expenses

291

Federal Income Tax Expense

358

470

313

529

Depreciation and Amortization

126

187

255

Stock Compensation

260

472

164

Interest (Income) Expense

(35 )

(1 )

(83 )

Adjusted EBITDA - Non GAAP

$ 2,035

$ 2,435

$ 2,763

$ 3,572

Optex

Systems Holdings, Inc.

Condensed Consolidated Balance Sheets

(Thousands, except share

and per share data)

(Unaudited)

March 29, 2026

September 28, 2025

ASSETS

Cash and Cash Equivalents

$ 4,164

$ 6,389

Accounts Receivable, Net

5,657

4,569

Inventory, Net

15,636

14,322

Contract Asset

115

142

Prepaid Expenses

578

285

Current Assets

26,150

25,707

Property and Equipment, Net

2,089

1,427

Other Assets

Deferred Tax Asset

1,098

1,199

Right-of-use Asset

1,500

1,700

Security Deposits

Other Assets

2,621

2,922

Total Assets

$ 30,860

$ 30,056

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts Payable

$ 908

$ 1,525

Operating Lease Liability

672

645

Federal Income Taxes Payable

Accrued Expenses

1,570

1,634

Accrued Selling Expense

134

141

Accrued Warranty Costs

162

Contract Loss Reserves

132

Customer Advance Deposits

227

234

Current Liabilities

3,592

4,560

Other Liabilities

Operating Lease Liability, net of current portion

964

1,205

Total Liabilities

4,556

5,765

Commitments and Contingencies

Stockholders’ Equity

Common Stock – ($0.001 par, 2,000,000,000 authorized, 6,937,358 and 6,920,658 shares issued and outstanding, respectively)

Additional Paid in Capital

22,231

21,801

Retained Earnings

4,066

2,483

Stockholders’ Equity

26,304

24,291

Total Liabilities and Stockholders’ Equity

$ 30,860

$ 30,056

The

accompanying notes in our Form 10-Q for the three and six months ended March 29, 2026 and our Annual Report on Form 10-K for the twelve

months ended September 28, 2025 filed with the SEC on May 11, 2026 and December 17, 2025, respectively, are an integral part of these

financial statements.

Optex

Systems Holdings, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands, except share and per share data)

Three months ended

Six months ended

March 29,

2026

March 30,

2025

March 29,

2026

March 30,

2025

Revenue

$ 9,627

$ 10,730

$ 18,772

$ 18,928

Cost of Sales

6,235

7,369

13,284

13,439

Gross Profit

3,392

3,361

5,488

5,489

General and Administrative Expense

1,728

1,124

3,675

2,336

Operating Income

1,664

2,237

1,813

3,153

Interest Income (Expense)

(12 )

Income Before Taxes

1,699

2,238

1,896

3,141

Income Tax Expense, net

358

470

313

529

Net Income

$ 1,341

$ 1,768

$ 1,583

$ 2,612

Basic Income per Share

$ 0.19

$ 0.26

$ 0.23

$ 0.38

Weighted Average Common Shares Outstanding - basic

6,919,674

6,871,960

6,905,249

6,842,949

Diluted Income per Share

$ 0.19

$ 0.26

$ 0.23

$ 0.38

Weighted Average Common Shares Outstanding - diluted

6,925,172

6,893,231

6,940,620

6,902,912

The

accompanying notes in our Form 10-Q for the three and six months ended March 29, 2026 and our Annual Report on Form 10-K for the twelve

months ended September 28, 2025 filed with the SEC on May 11, 2026 and December 17, 2025, respectively, are an integral part of these

financial statements.

About

Optex Systems Holdings

Optex

Systems Holdings, Inc. manufactures optical sighting systems and assemblies primarily for U.S. Department of Defense applications. Its

products are installed on military vehicle platforms including the Abrams, Bradley, and Stryker vehicle families, along with numerous

surveillance and night vision systems.

For

more information, visit www.optexsys.com

Safe

Harbor Statement

This

press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of

1995, including those relating to the products and services described herein. You can identify these statements by the use of the words

“believe,” “may,” “will,” “could,” “should,” “would,” “plans,”

“expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,”

“likely,” “forecast,” “probable,” and similar expressions.

These

forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not

limited to, any statements regarding growth strategy; product and development programs; financial performance and financial condition

(including revenue, net income, Adjusted EBITDA, G&A expenses, profit margins and working capital); customer demand; orders and backlog;

expected timing of contract deliveries to customers and corresponding revenue recognition; increases in the cost of materials and labor;

costs remaining to fulfill contracts; contract loss reserves; labor shortages; follow-on orders; supply chain challenges; the continuation

of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes

in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future

operations; and the economy in general or the future of the defense industry.

These

forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected

or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs and military spending,

the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects

of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing

engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological

advances and delivering technological innovations, changes in the U.S. Government’s interpretation of federal procurement rules

and regulations, changes in spending due to policy changes in any new federal presidential administration, market acceptance of the Company’s

products, shortages in components, production delays due to performance quality issues with outsourced components, inability to fully

realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired

businesses and achieving anticipated synergies, changes to export regulations, increases in tax rates, changes to generally accepted

accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system

integration engagements, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our

control.

You

must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s

forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including

some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

The Company does not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in

light of factors described in the Company’s filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. In various filings the

Company has identified important factors that could cause actual results to differ from expected or historic results. You should understand

that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete

list of all potential risks or uncertainties.

Contact:

IR@optexsys.com

1-972-764-5718

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