Form 8-K

8-K — Rekor Systems, Inc.

Accession: 0001437749-26-010672

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001697851

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rekr20260330_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_939109.htm)

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0001697851

2026-03-31

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): March 31, 2026

REKOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38338

81-5266334

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (410) 762-0800

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 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, $0.0001 par value per share

REKR

The 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 (§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 March 31, 2026, Rekor Systems, Inc. (the “Company”) issued a press release summarizing the Company’s financial results for the fourth quarter and the fiscal year ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

A conference call has been scheduled for March 31, 2026, at 4:30 PM ET. Listeners may access the call live by telephone at (877) 407-8037 (toll free) and internationally at (201) 689-8037; or, via the Internet at https://event.choruscall.com/mediaframe/webcast.html?webcastid=B6zEm1IS. An archived webcast will also be available to replay this conference call directly from the investor relations section of the Company’s website at https://www.rekor.ai/investors.

In its discussion, management may reference certain non-GAAP financial measures related to company performance. A reconciliation of that information to the most directly comparable GAAP measures is provided in the press release, furnished herewith, and a copy of which can also be accessed in the investor relations section of the Company’s website referenced above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated March 31, 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.

REKOR SYSTEMS, INC.

Date: March 31, 2026

/s/ Joseph Nalepa

Name: Joseph Nalepa

Title: Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_939109.htm · Sequence: 2

ex_939109.htm

Exhibit 99.1

Rekor Systems Reports Full Year 2025 Results

Company Reduced Adjusted EBITDA Loss by 38%, as a Result of YoY Revenue Growth and Expanded Margin

COLUMBIA, MD – March 31, 2026 – Rekor Systems, Inc. (NASDAQ: REKR), ("Rekor" or the "Company"), a leader in developing and implementing cutting-edge roadway intelligence systems, today reported financial and operational results for the full year ended December 31, 2025, highlighting a year of disciplined execution, operational efficiency, and strategic repositioning.

“2025 was a transformative year for Rekor,” said Joseph Nalepa, Rekor’s Chief Financial Officer. “The maturity of our development efforts has enabled us to make a deliberate shift to operate as a pragmatic, product-focused business. That discipline has resulted in a stronger, leaner company with a clear path to sustainable profitability.”

Financial Highlights

●

Revenue increased approximately 5% year-over-year, reflecting steady top-line growth despite a strong prior-year comparison.

●

Gross margins expanded to 56%, up from 49% in 2024, driven by a focus on higher-value, recurring revenue streams.

●

Adjusted EBITDA loss reduced by approximately 38%, reflecting successful cost alignment and operational efficiencies.

●

Achieved positive operating cash flow in Q4 2025, marking the Company’s first quarter of cash inflow from operations.

Operational Highlights

Reduced non-recurring engineering spending and aligned cost structure with current revenue scale.

●

Drove further efficiency with the integration of our STS and ATD subsidiaries, eliminating legacy complexity and unlocking operational synergies.

●

On-shored Rekor Command® engineering and product operations to the United States, improving customer coordination, responsiveness, and service delivery.

This resulted in enhanced customer service and product responsiveness, with transportation agencies reporting faster turnaround times and improved engagement.

●

Secured a landmark patent for “Incident-Based” data retention, replacing outdated ALPR and vehicle dragnets with privacy-sensitive intelligent storage.

●

Announced plans to launch Rekor Labs, a new subsidiary pioneering a suite of patented products to identify synthetically created and modified media.

These initiatives have strengthened collaboration across product, engineering, and customer success teams while improving overall operational performance.

Strategic Highlights

Rekor also made significant progress in positioning the Company for scalable growth

●

Transitioned from a development-heavy theoretical model to a product-first portfolio, with Rekor Scout®, Rekor Discover®, and Rekor Command® fully commercialized

●

Shifted engineering focus from large-scale development to product maintenance and targeted enhancements, enabling a planned significant reduction in R&D spend

●

Increased Remaining Performance Obligations for Georgia Department of Transportation-related work, adding multi-year contracted revenue visibility

Year Ended December 31, 2025 Financial Results

This section highlights the changes for the year ended December 31, 2025, compared to the year ended December 31, 2024.

Revenues and Cost of Revenue, excluding Depreciation and Amortization

Year ended December 31,

Change

2025

2024

(Dollars in thousands, except percentages)

Revenue

48,450

46,028

2,422

Cost of revenue, excluding depreciation and amortization

21,379

23,344

(1,965

)

-8

Adjusted Gross Profit

27,071

22,684

4,387

Adjusted Gross Margin

55.9

49.3

6.6

The increase in revenue for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily attributable to our Public Safety product line.

During the year ended December 31, 2025, revenue attributable to our Public Safety product line was $17,401,000 compared to $14,807,000 for the year ended December 31, 2024. This increase was primarily due to higher perpetual license sales in 2025.

For the year ended December 31, 2025, cost of revenue, excluding depreciation and amortization decreased compared to prior year primarily due to a favorable revenue mix of software versus hardware, which resulted in higher margins from increased software license sales.

Adjusted Gross Margin is a non-GAAP financial measure calculated as Adjusted Gross Profit divided by revenue and should not be considered in isolation from, or as a substitute for, GAAP financial measures.

Loss from Operations

Year ended December 31,

Change

2025

2024

Loss from operations

(28,886

)

(54,323

)

25,437

-47

Loss from operations for the year ended December 31, 2025, compared to the year ended December 31, 2024, improved primarily due to our continued revenue growth while reducing payroll and payroll-related costs as a result of cost containment efforts intended to conform to current operations.

Additionally, approximately $6,460,000 of the improvement was related to a reduction in asset impairment costs in fiscal year 2025 compared to 2024.

EBITDA and Adjusted EBITDA

The Company calculates EBITDA as net loss before interest, taxes, depreciation, and amortization. The Company calculates Adjusted EBITDA as net loss before interest, taxes, depreciation, and amortization, adjusted for (i) impairment of intangible assets, (ii) loss on extinguishment of debt, (iii) stock-based compensation, (iv) losses or gains on sales of subsidiaries, and (v) other unusual or non-recurring items. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the U.S. ("U.S. GAAP") and should not be considered as an alternative to net earnings or cash flow from operating activities as indicators of our operating performance or as a measure of liquidity or any other measures of performance derived in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA are presented because we believe they are frequently used by securities analysts, investors, and other interested parties to evaluate a company’s ability to service and/or incur debt. However, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do. These non-GAAP measures should not be considered in isolation from, or as a substitute for, GAAP measures.

The following table sets forth the components of the EBITDA and Adjusted EBITDA for the periods included (dollars in thousands):

Year ended December 31,

2025

2024

Net loss

(31,460

)

(61,410

)

Provision for income taxes

Interest expense, net

2,297

2,645

Depreciation and amortization

6,258

9,493

EBITDA

(22,863

)

(49,227

)

Share-based compensation

2,908

4,829

Loss on extinguishment of debt

4,693

Asset impairment charges

3,754

10,214

Loss on offering costs - Prepaid Advance

888

Loss on settlement of Prepaid Advance

900

Gain on the sale of Global Public Safety

(1,500

)

(Gain) loss due to the remeasurement of the STS Earnout and Contingent Consideration, net

(1,900

)

100

Adjusted EBITDA

(18,101

)

(29,103

)

The Company will host its earnings conference call today at 4:30 p.m. ET to discuss its financial and operating results.

CONFERENCE CALL INFORMATION

Any person interested in participating in the call should please dial in approximately 10 minutes before the start of the call using the following information:

North America: Participant Dial-In: 877-407-8037 / +1 201-689-8037

Click here for participant International Toll-Free access numbers

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=B6zEm1IS

REPLAY INFORMATION

A replay will be available online approximately two hours after the live call for two weeks. To access the replay, use the following numbers:

Replay Dial-In: 877-660-6853 / 201-612-7415

Access ID: 13759242

Replay Duration: two weeks.

About Rekor Systems, Inc.

Rekor Systems, Inc. (NASDAQ: REKR) is a leader in developing and implementing state-of-the-art roadway intelligence systems using AI-enabled computer vision and other advanced technologies. Our solutions provide actionable insights to government agencies and businesses in a secure, collaborative, privacy-protected environment that drives the world to be safer and more efficient. To learn more, please visit our website: https://rekor.ai, and follow Rekor on social media on LinkedIn, X (formerly Twitter), Threads, and Facebook.

Forward-Looking Statements

This press release and its links and attachments contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Rekor Systems, Inc. that involve substantial risks and uncertainties, including particularly statements regarding our future results of operations and financial position, business strategy, prospective products and services, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products and services. These statements involve uncertainties, such as known and unknown risks, and are dependent on other important factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance or achievements we express or imply. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date they are made and are subject to a number of risks, uncertainties and assumptions described under the sections in our Annual Report on Form 10-K for the year ended December 31, 2025 entitled "Risk Factors" and in our subsequent Quarterly Reports on Form 10-Q filed with the SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Press Release and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. The forward-looking statements in this Press Release do not reflect the potential impact of any divestiture, merger, acquisition, or other business combination that had not been completed as of the date of this filing. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements are qualified in their entirety by reference to the risks discussed in our SEC filings. This cautionary statement also applies to any forward-looking statements made during the conference call referenced herein. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events, or otherwise.

Company Contact:

Rekor Systems, Inc.

Joseph Nalepa

Chief Financial Officer

Phone: +1 (410) 762-0800

jnalepa@rekor.ai

Media & Investor Relations Contact:

Rekor Systems, Inc.

Charles Degliomini

ir@rekor.ai

REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

December 31, 2025

December 31, 2024

ASSETS

Current assets

Cash and cash equivalents

16,566

5,013

Restricted cash

297

316

Accounts receivable, net

8,770

7,232

Inventory

3,072

4,297

Note receivable, current portion

198

340

Other current assets

1,825

2,732

Total current assets

30,728

19,930

Long-term assets

Property and equipment, net

8,632

11,048

Right-of-use operating lease assets, net

4,716

9,348

Right-of-use financing lease assets, net

1,634

2,317

Goodwill

24,313

Intangible assets, net

13,250

14,450

Note receivable, long-term

142

Deposits

2,114

927

Total long-term assets

54,659

62,545

Total assets

85,387

82,475

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable and accrued expenses

4,362

4,330

Notes payable, current portion

1,000

Series A Prime Revenue Sharing Notes, net of debt discount of $131 and $0, respectively

9,869

Series A Prime Revenue Sharing Notes - related party, net of debt discount of $66 and $0, respectively

4,934

Loans payable, current portion

Lease liability operating, short-term

2,720

2,310

Lease liability financing, short-term

787

900

Contract liabilities

4,604

3,439

Liability for ATD Holdback Shares

1,036

Other current liabilities

1,729

5,129

Total current liabilities

29,088

18,223

Long-term liabilities

Series A Prime Revenue Sharing Notes, net of debt discount of $0 and $263, respectively

9,737

Series A Prime Revenue Sharing Notes - related party, net of debt discount of $0 and $132, respectively

4,868

Loans payable, long-term

112

194

Lease liability operating, long-term

10,570

12,371

Lease liability financing, long-term

665

977

Contract liabilities, long-term

1,402

1,298

Deferred tax liability

Other long-term liabilities

587

Total long-term liabilities

13,429

30,111

Total liabilities

42,517

48,334

Commitments and contingencies

Stockholders' equity

Preferred stock, $0.0001 par value, 2,000,000 authorized, 505,000 shares designated as Series A and 240,861 shares designated as Series B as of December 31, 2025 and December 31, 2024, respectively. No preferred stock was issued or outstanding as of December 31, 2025 or 2024, respectively.

Common stock, $0.0001 par value; authorized; 300,000,000 shares; issued: 136,791,826 shares at December 31, 2025 and 104,700,593 at December 31, 2024; outstanding: 136,477,697 shares at December 31, 2025 and 104,541,073 at December 31, 2024

Treasury stock - at cost, 314,129 and 159,520 shares as of December 31, 2025 and 2024, respectively

(900

)

(711

)

Additional paid-in capital

335,310

294,935

Accumulated deficit

(291,553

)

(260,093

)

Total stockholders’ equity

42,870

34,141

Total liabilities and stockholders’ equity

85,387

82,475

REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

Year ended December 31,

2025

2024

Revenue

48,450

46,028

Cost of revenue, excluding depreciation and amortization

21,379

23,344

Operating expenses:

General and administrative expenses

25,177

30,676

Selling and marketing expenses

6,172

7,858

Research and development expenses

14,596

18,766

Asset impairment charges

3,754

10,214

Depreciation and amortization

6,258

9,493

Total operating expenses

55,957

77,007

Loss from operations

(28,886

)

(54,323

)

Other income (expense):

Loss on extinguishment of debt

(4,693

)

Interest expense, net

(2,297

)

(2,645

)

(Loss) gain on remeasurement of ATD Holdback Shares

(120

)

599

Loss on offering costs - Prepaid Advance

(888

)

Loss on settlement of Prepaid Advance

(900

)

Gain on the sale of Global Public Safety

1,500

Other expense, net

(115

)

(15

)

Total other expense, net

(2,532

)

(7,042

)

Loss before income taxes

(31,418

)

(61,365

)

Provision for income taxes

Net loss

(31,460

)

(61,410

)

Loss per common share - basic and diluted

(0.26

)

(0.71

)

Weighted average shares outstanding

Basic and diluted

119,667,774

86,717,724

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Document And Entity Information

Mar. 31, 2026

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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