Form 8-K

8-K — Omega Flex, Inc.

Accession: 0001493152-26-048979

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001317945

SIC: 3430 (HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): October 28, 2026

OMEGA

FLEX, INC.

(Exact

name of registrant as specified in charter)

Pennsylvania

000-51372

23-1948942

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

451

Creamery Way

Exton,

Pennsylvania 19341

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: 610-524-7272

Not

applicable

(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 (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

OFLX

NASDAQ

Global 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

October 28, 2026, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the nine months and three

months ended September 30, 2026. A copy of the earnings release issued by the Company with respect to these matters is attached hereto

as Exhibit 99.1 and incorporated herein by reference.

The

information set forth and incorporated by reference in this Item 2.02 is “furnished” and 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 liabilities of that section, and the Company does not incorporate it by reference into a filing under the Securities Act of 1933,

as amended, or the Exchange Act.

ITEM

9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits:

Exhibit

Number

Description

99.1

Press Release dated October 28, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

OMEGA FLEX, INC.

Date:

October 28, 2026

By:

/s/

Dean W. Rivest

Dean

W. Rivest

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Manufacturer

of flexible metal hose and gas piping products

Exton,

Pennsylvania

Contact:

Dean W. Rivest

October

28, 2026

(610)

524-7272

PRESS

RELEASE

“Omega

Flex, Inc. Announces Third Quarter 2026 Earnings”

OMEGA

FLEX, INC. (OFLX)

Nine

Months Ended September 30,

Three

Months Ended September 30,

2026

2025

2026

2025

Net

Sales

$ 72,847,000

$ 73,089,000

$ 25,697,000

$ 24,234,000

Net

Income attributable to Omega Flex, Inc.

$ 7,111,000

$ 11,412,000

$ 2,359,000

$ 3,688,000

Earnings

Per Share – Basic and Diluted

$ 0.70

$ 1.13

$ 0.23

$ 0.37

Weighted

Average Shares – Basic and Diluted

10,094,322

Dean

W. Rivest, Chief Executive Officer of Omega Flex, Inc. (the “Company”), announced that net sales of the Company for the

nine months ended September 30, 2026 and 2025 were $72,847,000 and $73,089,000, respectively, decreasing by $242,000 or 0.3%. Net sales

for the three months ended September 30, 2026 were 6.0% higher than net sales for the three months ended September 30, 2025.

Net

income for the nine months ended September 30, 2026 was $7,111,000, compared to net income of $11,412,000 for the nine months ended September

30, 2025, decreasing by $4,301,000 or 37.7% (the “Nine Month Decrease”). Net income for the three months ended September

30, 2026 was 36.0% below net income for the same period in 2025 (the “Three Month Decrease”). The decrease in net income

was mainly due to higher raw material costs (including inbound transportation costs and tariffs) and marketing efforts. The higher costs

and expenses described above were partly offset by lower product liability reserves and expenses.

Approximately

52% of the Nine Month Decrease, and 102% of the Three Month Decrease, was due to the above-described higher raw material costs (including

inbound transportation costs and tariffs) and marketing efforts that were attributable to the procurement of inventory and introduction

of the new re-engineered flexible gas piping fitting described below. These higher costs will continue as the Company procures raw materials

to achieve targeted inventory levels and markets the new fitting. However, the Company believes that these higher costs will be limited

in duration and will normalize over time.

During

the nine months ended September 30, 2026, the Company continued to pursue product enhancements intended to strengthen its market position.

On July 1, 2026, the Company introduced a re-engineered flexible gas piping fitting designed to support a broader range of applications

across both residential and commercial construction markets. The new TracPipe® System branded fitting is designed to ease

installation while enhancing overall safety and reliability. The Company believes that in the commercial sector, the fitting is particularly

well suited for larger diameter systems, including sizes up to two inches, helping to address the requirements of more demanding installations.

The Company continues to make targeted investments in equipment and facilities intended to expand capacity, enhance operational efficiency,

and support geographic growth by improving its ability to serve customers and distribution partners across existing and new markets.

INFORMATION

CONCERNING FORWARD-LOOKING STATEMENTS – This press release contains forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995, including statements regarding the Company’s financial condition, results of operations,

future performance, growth strategies, business initiatives and anticipated trends. Forward-looking statements can generally be identified

by words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,”

“potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,”

“future,” “intends,” “projects,” the negative of these terms, or other comparable terminology. These

forward-looking statements may include the Company’s projections, statements related to the Company’s anticipated growth

strategies, descriptions of business initiatives and anticipated trends in the Company’s business. Forward-looking statements are

neither historical facts nor assurances of future performance. Rather, they are based on current beliefs, expectations and assumptions

regarding the Company’s business, strategies and anticipated events and trends. These statements are subject to inherent risks,

uncertainties and changes in circumstances that are difficult to predict, many of which are outside of our control, and actual results

could differ materially from those expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance

on any forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation, other

than as required by law, to update or revise any forward-looking statements to reflect events or circumstances after the date hereof.

Further information regarding risks and uncertainties that could cause actual results to differ materially from those described in the

forward-looking statements is included in the sections entitled “Risk Factors” and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) and in the Company’s subsequent reports

and filings with the SEC, as applicable.

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