Form 8-K

8-K — PIONEER POWER SOLUTIONS, INC.

Accession: 0001493152-26-024063

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0001449792

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

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): May 18, 2026

PIONEER

POWER SOLUTIONS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-35212

27-1347616

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

400

Kelby Street, 12th Floor

Fort

Lee, New Jersey

07024

(Address

of principal executive offices)

(Zip

Code)

(212)

867-0700

(Registrant’s

telephone number, including area code)

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:

☐

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 exchange on which registered

Common

Stock, par value $0.001 per share

PPSI

Nasdaq

Stock Market LLC (Nasdaq Capital 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 ☐

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 18, 2026, Pioneer Power Solutions, Inc. issued a press release announcing its final financial results for the first quarter ended

March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that

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

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated May 18, 2026 (furnished herewith pursuant to Item 2.02)

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

PIONEER

POWER SOLUTIONS, inc.

Date:

May 18, 2026

By:

/s/

Walter Michalec

Name:

Walter

Michalec

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Pioneer

Power Announces Financial Results for First Quarter 2026 and Business Updates

Backlog

Grew 11% Sequentially

Implemented

Actions Expected to Reduce Operating Expenses by Over $1.5 Million on an Annualized Basis

Million PRYMUS® Award from National Logistics Customer Validates Early Market Adoption Following Recent Launch

FORT

LEE, N.J., May 18, 2026 /BusinessWire/ — Pioneer Power Solutions, Inc. (Nasdaq: PPSI) (“Pioneer” or the “Company”),

a leader in the design, manufacture, service and integration of distributed energy resources, power generation equipment and mobile electric

vehicle (“EV”) charging solutions, today announced recent business highlights and financial results for the first quarter

ended March 31, 2026.

Recent

Business Highlights

● Received

a $6 million award for two PRYMUS® 1.2 megawatt distributed generation systems

from a major national logistics customer, reflecting market interest in the platform following

the official launch in December 2025. Delivery is expected in the second half of 2026.

● Implemented

cost reduction initiatives at the end of April 2026 expected to lower operating expenses

by approximately $1.5 million on an annualized basis, primarily through headcount reductions

associated with the e-Boost product platform.

● Expanded

PRYMUS sales pipeline and outstanding customer quotations at a pace exceeding the Company’s

initial expectations, suggesting growing market demand for its distributed generation platform.

● Shipped

first e-Boost unit to its distribution partner, Savvy Charging, in the United Arab Emirates,

marking the Company’s initial entry into the Middle East market.

● Order

activity for e-Boost mobile EV charging systems averaged to more than $500,000 per month

during the quarter, as reflected in the Company’s higher backlog levels as of March

31, 2026.

2026 Financial Highlights

● Revenue

was $4.3 million, compared to $6.7 million for the same quarter in 2025.

● Gross

profit was $582,000, or a gross margin of 13.6%, as compared to $148,000, or a gross margin

of 2.2%, for the same quarter in 2025.

● Operating

loss was $2.0 million, compared to $2.3 million for the same quarter in 2025.

● Non–GAAP

operating loss* from continuing operations, which excludes corporate overhead expenses, research

and development expenses, depreciation and amortization expenses and non-recurring professional

fees, was $380,000, as compared to $708,000 for the same quarter in 2025.

● Net

loss was $2.5 million, as compared to $929,000, inclusive of income from discontinued operations

of $1.1 million, in the year ago quarter.

● Backlog

of $13.9 million at March 31, 2026, compared to $12.6 million at December 31, 2025.

● Cash

on hand at March 31, 2026, was $13.6 million, as compared to $15.0 million at December 31,

2025.

reconciliation between GAAP and non-GAAP measures is provided below. The non-GAAP measures should not be considered an alternative to

GAAP measures as an indicator of the Company’s operating performance.

“Our

first quarter results reflect momentum across the business and meaningful progress in positioning Pioneer for its next phase of growth,”

said Nathan Mazurek, CEO of Pioneer. “We delivered a significant year-over-year improvement in gross margin and a sequential increase

in backlog, which suggests two important things: we are building commercial momentum, and customer demand for our distributed power solutions

continues to build. While revenue in the quarter was affected by the timing of e-Boost deployments, the underlying trajectory of the

business remains solid and improving. Importantly, the cost reduction actions we implemented at the end of April are expected to reduce

our operating expense base by $1.5 million or more on an annualized basis, giving us a leaner, more focused organization. Those potential

savings are expected to be directed toward the areas where we see the most opportunity and excitement - PRYMUS and PowerCore, which we

believe are central to our long-term growth story.

“The

early response to PRYMUS has been encouraging and, in our view, reinforces the strength of the market opportunity we are addressing.

We continue to see accelerating demand for rapidly deployable distributed generation solutions, driven by the expansion of AI infrastructure,

growth in data center capacity and ongoing constraints within the utility grid. In fact, a significant portion of our current pipeline

and outstanding customer quotations is now centered on PRYMUS opportunities, which gives us increasing confidence in the scale and long-term

potential of the platform.

“At

the same time, we continue to advance commercialization efforts for PowerCore, which currently remains on track to begin shipments in

the second half of 2026. Together, PRYMUS and PowerCore represent an important step forward in Pioneer’s evolution into a broader

distributed energy solutions provider, serving both commercial and residential end markets.

“Looking

ahead, our focus remains on disciplined execution, improving operating leverage and converting a growing pipeline of opportunities into

revenue. We believe our differentiated product portfolio positions us well to capitalize on increasing demand for flexible, resilient

power infrastructure.”

First

Quarter 2026 Financial Results

Revenue

for the three months ended March 31, 2026, was $4.3 million, a decrease of 36.7%, as compared to $6.7 million during the first quarter

of last year, primarily due to a decrease in sales and rentals in the Company’s suite of mobile EV charging solutions, e-Boost.

Gross

Profit/Margin

Gross

profit for the first quarter of 2026 was $582,000, or a 13.6% gross margin, compared to gross profit of $148,000, or a 2.2% gross margin,

for the same period in 2025. The increase in gross profit was primarily attributable to improved operating efficiencies associated with

the sale of the Company’s mobile EV charging solutions, e-Boost.

Operating

Loss from Continuing Operations

For

the three months ended March 31, 2026, operating loss from continuing operations was $2.0 million, an improvement of $326,000 compared

to $2.3 million for the same period in 2025.

Net

Loss from Continuing Operations

The

Company’s net loss from continuing operations was $2.5 million for the three months ended March 31, 2026, as compared to $2.1 million

for the same period in 2025.

Net

Loss

Net

loss was $2.5 million, as compared to $929,000, inclusive of income from discontinued operations of $1.1 million, for the same period

last year.

Balance

Sheet

of March 31, 2026, the Company had $13.6 million of cash on hand and working capital of $18.7 million, compared to $15.0 million of cash

on hand and working capital of $20.7 million as of December 31, 2025. The Company had no bank debt as of March 31, 2026.

Non-GAAP

Measures

addition to disclosing financial results in accordance with accounting principles generally accepted in the United States of America

(“GAAP”), this document references certain non-GAAP financial measures. The Company defines non-GAAP operating income (loss)

from continuing operations as GAAP operating income (loss) from continuing operations excluding corporate overhead expenses, research

and development expenses, depreciation and amortization expenses, and non-recurring professional fees. We believe these non-GAAP financial

measures provide investors with useful supplemental information about our operating performance and enable comparison of financial trends

and results between periods where certain items may vary, independent of business performance.

The

Company’s management uses non-GAAP operating income (loss) from continuing operations (a) as a measure of operating performance,

(b) for planning and forecasting in future periods, and (c) in communications with the Company’s board of directors concerning

the Company’s financial performance. The Company’s presentation of this non-GAAP measure is not necessarily comparable to

other similarly titled captions of other companies due to different methods of calculation and should not be used by investors as a substitute

for or alternative to any measure of financial performance calculated and presented in accordance with GAAP. Instead, management believes

this non-GAAP measure should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP in order

to provide a more complete understanding of the trends affecting the business.

Please

refer to “Reconciliation of Non-GAAP Measures” in this document for a detailed explanation of the adjustments made to the

comparable GAAP measures.

About

Pioneer Power Solutions, Inc.

Pioneer

Power Solutions, Inc. is a leader in the design, manufacture, integration, service of distributed energy resources, power generation

equipment and mobile electric charging solutions for applications in the utility, industrial and commercial markets. To learn more about

Pioneer, please visit its website at www.pioneerpowersolutions.com.

e-Boost

is Pioneer’s portfolio of smart, mobile EV charging solutions designed for speed, flexibility, and sustainability. Since its launch

in November 2021, e-Boost has established itself as the market leader, delivering mobile, off-grid charging solutions with an extensive

range of platforms. Utilized by electric bus and truck manufacturers, fleet management companies, municipalities, and EV infrastructure

providers, e-Boost is setting the standard for innovative, all-inclusive EV charging solutions. To learn more about Pioneer’s e-Boost,

please visit its website at www.pioneer-emobility.com.

PRYMUS

is Pioneer’s advanced power systems and controls platform focused on delivering resilient, intelligent, and scalable energy solutions

for utility, industrial, and critical infrastructure applications. PRYMUS supports customers through innovative engineering, system integration,

and power management technologies designed to improve reliability, operational efficiency, and grid performance.

PowerCore

is Pioneer’s distributed energy and infrastructure solutions platform, providing customers with flexible and sustainable power

solutions for standby, prime, and mobile power applications. PowerCore supports a wide range of commercial, industrial, utility, and

infrastructure projects through integrated power generation, energy management, and deployment capabilities.

Forward-Looking

Statements:

This

press release contains “forward-looking statements” within the meaning of the federal securities laws. Such statements may

be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”

“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”

“potential” and similar words, or their negatives. Forward-looking statements are not guarantees of future performance, are

based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s

control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied

by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with

(i) the Company’s ability to successfully reduce operating costs through its cost reduction initiatives, (ii) the Company’s

ability to successfully increase its revenue and profit in the future, (iii) general economic conditions and their effect on demand for

electrical equipment, particularly in the commercial market, but also in the power generation, industrial production and infrastructure

industries (iv) the effects of fluctuations in the Company’s business, revenues, expenses, net income (loss), income (loss) per

share, margins and profitability, (v) the fact that many of the Company’s competitors are better established and have significantly

greater resources than the Company, (vi) ability to generate internal growth, maintain market acceptance of our existing products and

gain acceptance for our new products, (vii) the potential loss or departure of key personnel, (viii) unanticipated increases in raw material

prices or disruptions in supply, (ix) the Company’s ability to realize revenue reported in the Company’s backlog, (x) future

labor disputes, (xi) changes in government regulations, (xii) the liquidity and trading volume of the Company’s common stock, (xiii)

global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions,

trade wars and their collateral impacts and other international events, (xiv) risks associated with litigation and claims, which could

impact our financial results and condition, (xv) our ability to remediate the ongoing material weaknesses identified in our internal

control over financial reporting, or inability to otherwise maintain an effective system of internal control, (xvi) the effect that the

identified material weaknesses and failure to establish and maintain effective internal control over financial reporting could have on

investor confidence in us and raise reputational risk and (xvii) the Company’s ability to maintain compliance with the continued

listing requirements of the Nasdaq Capital Market.

Actual

outcomes and results may differ materially from those expressed or implied. Important factors that could cause actual results to differ

materially include the risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”),

including the Company’s Annual and Quarterly Reports on Form 10-K and Form 10-Q, respectively. Investors and security holders are

urged to read these documents free of charge on the SEC’s web site at www.sec.gov. These forward-looking statements are

made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs

and assumptions of management. Except as required by law, the Company assumes no obligation to publicly update or revise its forward-looking

statements as a result of new information, future events or otherwise.

Contact:

Brett

Maas, Managing Partner

Hayden

(646)

536-7331

brett@haydenir.com

—

Tables Follow –

PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Statements of Operations

(In

thousands, except for share and per share amounts)

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

Revenues

$ 4,266

$ 6,740

Cost of goods sold

3,684

6,592

Gross profit

582

148

Operating expenses

Selling, general and administrative

2,446

2,414

Research and development

156

Total operating expenses

2,602

2,494

Operating loss from continuing operations

(2,020 )

(2,346 )

Interest income, net

156

247

Other (expense) income, net

(644 )

Loss before income taxes

(2,508 )

(2,076 )

Income tax expense (benefit)

Net loss from continuing operations

(2,508 )

(2,076 )

Income from discontinued operations, net of income taxes

1,147

Net loss

$ (2,508 )

$ (929 )

Basic (loss) earnings per share:

Loss from continuing operations

$ (0.23 )

$ (0.19 )

Earnings from discontinued operations

0.10

Basic loss per share

$ (0.23 )

$ (0.09 )

Diluted (loss) earnings per share:

Loss from continuing operations

$ (0.23 )

$ (0.19 )

Earnings from discontinued operations

0.10

Diluted loss per share

$ (0.23 )

$ (0.09 )

Weighted average common shares outstanding:

Basic

11,095,588

11,120,266

Diluted

11,095,588

11,187,484

PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Balance Sheets

(In

thousands, except for share and per share amounts)

(Unaudited)

March 31,

December 31,

2026

2025

ASSETS

Current assets

Cash

$ 13,583

$ 14,959

Accounts receivable, net of allowance for credit losses of $68 and $23 as of March 31, 2026, and December 31, 2025, respectively

3,362

3,133

Inventories

5,834

6,315

Prepaid expenses and other current assets

954

1,134

Total current assets

23,733

25,541

Property and equipment, net

5,087

5,400

Operating lease right-of-use assets, net

1,084

1,144

Financing lease right-of-use assets, net

299

332

Investments

418

Lease receivable

2,514

2,576

Other assets

304

Total assets

$ 33,021

$ 35,455

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued liabilities

$ 3,670

$ 3,745

Current portion of operating lease liabilities, net

243

223

Current portion of financing lease liabilities, net

122

123

Deferred revenue

1,041

791

Total current liabilities

5,076

4,882

Operating lease liabilities, non-current portion, net

874

936

Financing lease liabilities, non-current portion, net

188

219

Other long-term liabilities

101

Total liabilities

6,200

6,138

Stockholders’ equity

Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued

Common stock, $0.001 par value, 30,000,000 shares authorized; 11,096,266 and 11,095,266 shares issued and outstanding on March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital

35,317

35,305

Accumulated deficit

(8,507 )

(5,999 )

Total stockholders’ equity

26,821

29,317

Total liabilities and stockholders’ equity

$ 33,021

$ 35,455

PIONEER

POWER SOLUTIONS, INC.

Condensed

Consolidated Statements of Cash Flows

(In

thousands)

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

Operating activities

Net loss

$ (2,508 )

$ (929 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

265

258

Amortization of financing lease right-of-use assets

Non cash lease expense

Provision for credit losses

Stock-based compensation

Loss attributable to equity method investee

644

Loss on disposal of property and equipment

Gain on change in consideration due to buyer

(1,147 )

Changes in current operating assets and liabilities:

Accounts receivable, net

(284 )

2,479

Inventories

481

Prepaid expenses and other assets

236

424

Accounts payable, accrued liabilities and other liabilities

(110 )

103

Deferred revenue

250

155

Lease receivables

Operating lease liabilities

(81 )

(55 )

Net cash (used in) provided by operating activities

(887 )

1,502

Investing activities

Purchase of property and equipment

(233 )

(595 )

Investment in equity method investee

(226 )

Net cash used in investing activities

(459 )

(595 )

Financing activities

Net proceeds from the exercise of options for common stock

Payment of cash dividend

(16,665 )

Principal repayments of financing leases

(32 )

(24 )

Net cash used in financing activities

(30 )

(16,689 )

Decrease in cash

(1,376 )

(15,782 )

Cash

Cash, beginning of period

14,959

41,622

Cash, end of period

$ 13,583

$ 25,840

Non-cash investing and financing activities:

Transfer from property and equipment to inventory

$ -

$ (420 )

Property and equipment obtained in exchange for accounts payable and accrued liabilities

PIONEER

POWER SOLUTIONS, INC.

Reconciliation

of Non-GAAP Measures

(In

thousands)

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

GAAP operating loss from continuing operations

$ (2,020 )

$ (2,346 )

Corporate overhead expenses

1,045

1,184

Research and development expenses

155

Depreciation and amortization expenses

298

281

Non-recurring professional fees

141

Non-GAAP operating loss from continuing operations

$ (380 )

$ (708 )

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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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.

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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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