Form 8-K

8-K — CPI AEROSTRUCTURES INC

Accession: 0001999371-26-010939

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0000889348

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

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

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York

001-11398

11-2520310

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

91 Heartland Boulevard, Edgewood, New York 11717

(Address of Principal Executive Offices)

Registrant’s telephone number, including area

code: (631) 586-5200

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 (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, $0.001 par value per share

CVU

NYSE American

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 May 18, 2026, CPI Aerostructures, Inc. issued a press release announcing

financial results for the quarter ended March 31, 2026. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 2.02, including the exhibit related

thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange

Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference

in any filing 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.

Exhibit

Description

99.1

Press Release, dated May 18, 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.

Dated: May 18, 2026

CPI AEROSTRUCTURES, INC.

By:

/s/ Robert Mannix

Robert Mannix

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1 — PRESS RELEASE, DATED MAY 18, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES REPORTS

FIRST QUARTER 2026 RESULTS

First Quarter 2026 vs. First Quarter 2025

· Revenue of $17.4 million compared to $15.4 million;

· Gross profit of $4.5 million compared to $1.6 million;

· Gross profit margin of 25.8% compared to 10.7% (21.6% excluding A-10 Program impact);

· Net income of $1.2 million compared to net (loss) of $(1.3) million;

· Earnings per share of $0.10 compared to (loss) per share of $(0.10);

· Adjusted EBITDA(1) of $2.1 million compared to $(0.8) million ($1.4 million excluding A-10

Program impact);

EDGEWOOD, N.Y. – May 15, 2026 –

CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results

for the first quarter ended March 31, 2026, delivering significant year-over-year improvements driven by favorable product mix,

operational efficiencies, and continued execution across key Aerospace & Defense programs.

“Our first-quarter

2026 results delivered broad-based strength, outperforming the first quarter of 2025 across every major metric,” said Dorith

Hakim, Chief Executive Officer of CVU. “A more favorable product mix and continued operational efficiencies drove a substantial

expansion in gross profit margin and a $2.5 million increase in net income. We also reported adjusted EBITDA of $2.1 million, representing

53% growth over the prior-year period excluding the A-10 program impact.”

“Our performance this

quarter reflects the strength of our operational discipline and the trust our customers place in CPI Aero,” added Hakim. “We

remain focused on delivering high-quality aerospace structures, meeting program milestones, and supporting the mission-critical

needs of our defense partners. With a strong backlog and improved profitability, we are well-positioned for continued momentum throughout

2026.”

Added Ms. Hakim, “We

also began preparing for production on the previously announced missile work, a strategically important win that expands our presence

in high-growth missile and autonomous systems markets. With improved margins, significant earnings growth, and a robust backlog of $495

million supported by recent contract awards, we are entering the remainder of 2026 with confidence and momentum.”

About

CPI Aero

CPI Aero is a prime contractor to the U.S. Department

of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world. CPI Aero provides

engineering, program management, supply chain management, assembly operations and MRO services to this global network of customers. CPI

Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies, military advanced

tactical pod structures, engine air inlets, and complex welded products.

Our OEM customers in the defense sector include (i)

Lockheed Martin Corporation and Sikorsky Aircraft, for the F-16 Fighting Falcon, the UH-60 BLACK HAWK©, the MH-60 Seahawk, the CH-53E

and the CH-53K King Stallion; (ii) RTX Corporation, formerly Raytheon, for the ALQ-249 Next Generation Jammer Mid-Band Pod for the EA-18G

Growlers, the Advanced Tactical Pods, the MS-110 & TacSAR Reconnaissance Airborne Pods, Hypersonic Missile Wings, and B-52 Radar Modernization;

(iii) L3Harris for the Next Generation Jammer Low-Band Pod for the EA-18G Growlers; (iv) Collins Aerospace, for RF Enclosures; (v) Northrop

Grumman Corporation, for the E-2D Advanced Hawkeye, the Airborne Laser Mine Detection Pod, welded tubes, aerial refueling probes, and

welded fluid tanks; and (vi) the DOD/USAF and the Defense Logistics Agency for the T-38 Pacer Classic and T-38 Talon. Our OEM customers

in the civil aviation market include Embraer S.A. for the Phenom 300 and Phenom 100.

Forward-looking Statements

This press release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. All statements, other than statements of historical fact, included in this press release are forward-looking statements. Words

such as “remain focused,””well-positioned,” “continued monemtum,” “confidence,”and similar

expressions are intended to identify these forward-looking statements. These forward-looking statements include statements regarding the

Company’s backlog, future performance, anticipated production activities, continued operational execution, customer relationships,

market presence, and expectations regarding continued momentum. The Company does not guarantee that it will actually achieve the plans,

intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s

forward-looking statements.

Forward-looking statements involve risks and uncertainties,

and actual results could vary materially from these forward-looking statements. There are a number of important factors that could cause

the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those

important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025 filed with the Securities and Exchange Commission. Although the Company may elect to do so at some point in the

future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation

to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CPI Aero® is a registered trademark

of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on X @CPIAERO.

Contacts:

Investor Relations Counsel

CPI Aerostructures, Inc.

Alliance Advisors IR

Robert Mannix

Jody Burfening

Chief Financial Officer

(212) 838-3777

(631) 586-5200

cpiaero@allianceadvisors.com

rmannix@cpiaero.com

www.cpiaero.com

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2026

(Unaudited)

December 31,

2025

ASSETS

Current Assets:

Cash

1,002,548

899,199

Accounts receivable, net

4,165,949

5,764,928

Contract assets, net

37,021,183

33,670,354

Inventory

725,908

800,823

Prepaid expenses and other current assets

3,055,241

2,272,696

Total Current Assets

45,970,829

43,408,000

Operating lease right-of-use assets

9,150,484

9,515,207

Property and equipment, net

425,879

412,553

Deferred tax asset, net

19,627,037

19,894,796

Goodwill

1,784,254

Other assets

346,831

229,691

Total Assets

77,305,314

75,244,501

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

16,531,357

14,724,293

Accrued expenses

3,289,821

4,763,719

Contract liabilities

1,371,571

1,628,382

Loss reserve

126,676

138,426

Current portion of line of credit

—

Current portion of long-term debt

250,000

187,500

Operating lease liabilities, current

1,468,989

1,434,385

Income taxes payable

206,540

142,540

Total Current Liabilities

23,244,954

23,019,245

Line of credit, net of current portion

9,173,672

8,373,672

Long-term operating lease liabilities

7,972,638

8,353,120

Long-term debt, net of current portion

9,634,471

9,690,890

Total Liabilities

50,025,735

49,436,927

Commitments and Contingencies

—

Shareholders’ Equity:

Preferred stock - $.001 par value; authorized 5,000,000 shares, 0 shares issued and outstanding

—

Common stock - $.001 par value; authorized 50,000,000 shares, 13,189,061 and 13,155,061 shares, respectively, issued and outstanding

13,189

13,155

Additional paid-in capital

75,377,421

75,142,168

Accumulated deficit

(48,111,031)

(49,347,749)

Total Shareholders’ Equity

27,279,579

25,807,574

Total Liabilities and Shareholders’ Equity

77,305,314

75,244,501

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended

March 31,

2026

2025

Revenue

17,359,940

15,400,608

Cost of sales

12,880,049

13,751,133

Gross profit

4,479,891

1,649,475

Selling, general and administrative expenses

2,650,263

2,835,777

Income (loss) from operations

1,829,628

(1,186,302)

Other income (expense)

30,373

1,500

Interest expense

(291,935)

(488,091)

Income (loss) before provision for income taxes

1,568,066

(1,672,893)

Provision (benefit) for income taxes

331,348

(348,969)

Net income (loss)

1,236,718

(1,323,924)

Income (loss) per common share, basic

0.10

(0.10)

Income (loss) per common share, diluted

0.09

(0.10)

Shares used in computing income (loss) per common share:

Basic

12,863,180

12,720,148

Diluted

13,040,998

12,720,148

Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure defined

as GAAP income from operations plus depreciation, amortization and stock-compensation expense.

Adjusted EBITDA as calculated by us may be calculated

differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure

of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as

to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income from operations

or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments

to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table

below that reconciles GAAP income from operations to Adjusted EBITDA.

The adjustments to calculate this non-GAAP financial

measure, and the basis for such adjustments, are outlined below:

Depreciation. The Company incurs depreciation

expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or

constructed to support the ongoing operations of the business. The assets are recorded at cost and are depreciated over the estimated

useful lives of individual assets.

Stock-based compensation expense. The Company

incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general and

administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other

companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Adjusted EBITDA is a

non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance

with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies.

The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors

should not infer from the Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of income from operations to Adjusted

EBITDA is as follows:

Three months ended

March 31

2026

2025

Income (loss) from operations

1,829,628

(1,186,302)

Depreciation

39,729

98,767

Stock-based compensation

235,287

320,229

Adjusted EBITDA

2,104,644

(767,306)

A-10 Termination

—

2,145,696

Adjusted EBITDA Excluding A-10 adjustment

2,104,644

1,378,390

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