Form 8-K

8-K — Optex Systems Holdings Inc

Accession: 0001493152-26-037114

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001397016

SIC: 3827 (OPTICAL INSTRUMENTS & LENSES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-11

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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): August 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.

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

the fiscal quarter ended June 28, 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 August 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:

August 11, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Optex

Systems Holdings Announces Fiscal Q3 2026 Financial Results

RICHARDSON,

Texas, August 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 nine months ended June 28, 2026.

Chad

George, CEO of Optex Systems Holdings, Inc., commented: “While revenue was impacted by delayed contract awards and delivery schedules,

we continued to improve gross margins through operational efficiencies, improved pricing, and a more favorable product mix. With a solid

funded backlog and anticipated contract awards, we remain optimistic about our revenue outlook for the fourth quarter and beyond.”

Fiscal 2026 Highlights

● Revenue

for the quarter was $9.7 million compared to $11.1 million in the prior year period, with

the decline primarily driven by approximately $1.5 million of periscope deliveries that were

anticipated to deliver in the current quarter but slipped into the fourth quarter.

● Nine-month

revenue totaled $28.5 million, compared to $30.0 million in the prior-year period.

● Gross

margin for the quarter improved to 34.2% compared to 28.5% last year.

● Nine-month

gross margin improved to 30.9% from 28.8% in the previous year.

● Quarterly

net income was $1.3 million, or $0.18 per diluted share, compared to $1.5 million, or $0.22

per diluted share last year.

● Adjusted

EBITDA was $1.8 million compared to $2.1 million in the prior year three-month period.

● New

orders decreased 19.1% year over year to $19.5 million for the first nine months.

● Working

capital increased to $23.9 million, reflecting the Company’s strong liquidity position.

● Cash

balance totaled $6.2 million with no outstanding debt under the Company’s revolving

credit facility.

Revenue

for the nine-month period was negatively 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. In addition, approximately $1.5 million in scheduled

periscope deliveries were pushed from the current fiscal quarter into the fourth quarter as a result of delivery schedule issues with

two key customers. The units were complete and ready to ship.

Despite

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

programs, a more favorable product mix, and operational efficiencies, primarily at the Optex Richardson facility.

Operating

expenses increased primarily due to higher research and development investment, leadership transition costs, stock-based compensation

expense, and spending related to CMMC compliance and internal systems enhancements.

Fiscal

2026 Outlook

Based

on its funded backlog and anticipated contract awards, the Company continues to expect stronger revenue performance in the fourth quarter

of fiscal 2026, and is reiterating its previously issued full-year revenue guidance of between $43 million and $45 million, compared

to $41.3 million during fiscal 2025.

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

to $8.0 million in fiscal 2025.

Lower

demand for the Company’s standard periscopes reflects increased competition in several product categories and the impact of recent

U.S. defense budget appropriations. However, the Company anticipates significantly higher revenue for periscopes and laser filters in

the next fiscal quarter based on current order backlog.

The

Company anticipates orders of approximately $4 million for laser filter units in support of the Next Gen Squad weapon fire control system

which was delayed by the customer and is now expected to be awarded in the next three to six months. In addition, the Company currently

has more than $24 million in outstanding customer quotations for new products and expects to convert approximately $10 million to $12.5

million of those opportunities into awards over the next six months.

During

the first nine months of fiscal 2026, the Company invested approximately $1.1 million in capital equipment and committed an additional

$2.8 million to expand manufacturing capacity, support new product lines, and enhance rapid prototyping and research capabilities.

Our

key performance measures for the three and nine months ended June 28, 2026 and June 29, 2025 are summarized below.

(Thousands)

Three months ended

Nine months ended

Metric

Jun 28, 2026

Jun

29, 2025

% Change

Jun 29, 2026

Jun 30, 2025

% Change

Revenue

$ 9,729

$ 11,110

(12.4 )%

$ 28,501

$ 30,038

(5.1 )%

Gross Profit

$ 3,325

$ 3,168

5.0 %

$ 8,814

$ 8,658

1.8

Gross Margin %

34.2 %

28.5 %

20.0 %

30.9 %

28.8 %

7.3 %

Operating Income

$ 1,391

$ 1,911

(27.2 )%

$ 3,204

$ 5,065

(36.7 )%

Net Income

$ 1,280

$ 1,510

(15.2 )%

$ 2,863

$ 4,122

(30.5 )%

Adjusted EBITDA (non-GAAP)

$ 1,764

$ 2,126

(17.0 )%

$ 4,527

$ 5,698

(20.6 )%

The

table below summarizes our three and nine-month operating results for the periods ended June 28, 2026 and June 29, 2025, in terms of

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

to better evaluate our overall performance.

(Thousands)

Three months ended

Nine months ended

June 28, 2026

June 29, 2025

June 28, 2026

June 29, 2025

Net Income (GAAP)

$ 1,280

$ 1,510

$ 2,863

$ 4,122

Add:

Non-recurring General and Administrative Expenses(1)

291

Federal Income Tax Expense

139

401

453

931

Depreciation and Amortization

107

131

294

386

Stock Compensation

266

738

247

Interest (Income) Expense

(28 )

(112 )

Adjusted EBITDA – Non-GAAP

$ 1,764

$ 2,125

$ 4,527

$ 5,698

Optex

Systems Holdings, Inc.

Condensed

Consolidated Balance Sheets

(Thousands, except share

and per share data)

June

28, 2026

September 28, 2025

(Unaudited)

ASSETS

Cash and Cash Equivalents

$ 6,175

$ 6,389

Accounts Receivable, Net

4,292

4,569

Inventory, Net

16,448

14,322

Contract Asset

108

142

Prepaid Expenses

841

285

Current Assets

27,864

25,707

Property and Equipment, Net

2,189

1,427

Other Assets

Deferred Tax Asset

1,047

1,199

Right-of-use Asset

1,358

1,700

Security Deposits

Other Assets

2,428

2,922

Total Assets

$ 32,481

$ 30,056

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts Payable

$ 1,320

$ 1,525

Operating Lease Liability

677

645

Federal Income Taxes Payable

Accrued Expenses

1,605

1,634

Accrued Selling Expense

115

141

Accrued Warranty Costs

162

Contract Loss Reserves

132

Customer Advance Deposits

158

234

Current Liabilities

3,929

4,560

Other Liabilities

Operating Lease Liability, net of current portion

807

1,205

Total Liabilities

4,736

5,765

Commitments and Contingencies

Stockholders’ Equity

Common Stock – ($0.001 par, 2,000,000,000 authorized, and issued and outstanding shares of 6,959,873 and 6,920,658 as of June 28, 2026 and September 28, 2025, respectively)

Additional Paid in Capital

22,392

21,801

Retained Earnings

5,346

2,483

Stockholders’ Equity

27,745

24,291

Total Liabilities and Stockholders’ Equity

$ 32,481

$ 30,056

The

accompanying notes in our Form 10-Q for the three and nine months ended June 28, 2026 and our Annual Report on Form 10-K for the twelve

months ended September 28, 2025 filed with the SEC on August 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

Nine months ended

June

28, 2026

June

29, 2025

June

28, 2026

June

29, 2025

Revenue

$ 9,729

$ 11,110

$ 28,501

$ 30,038

Cost of Sales

6,404

7,942

19,687

21,380

Gross Profit

3,325

3,168

8,814

8,658

General and Administrative Expense

1,934

1,257

5,610

3,593

Operating Income

1,391

1,911

3,204

5,065

Interest Income (Expense)

112

(12 )

Income Before Taxes

1,419

1,911

3,316

5,053

Income Tax Expense, net

139

401

453

931

Net Income

$ 1,280

$ 1,510

$ 2,863

$ 4,122

Basic Income per Share

$ 0.18

$ 0.22

$ 0.41

$ 0.60

Weighted Average Common Shares Outstanding - basic

6,935,008

6,884,429

6,915,059

6,856,776

Diluted Income per Share

$ 0.18

$ 0.22

$ 0.41

$ 0.60

Weighted Average Common Shares Outstanding - diluted

6,935,008

6,929,625

6,938,639

6,911,817

The

accompanying notes in our Form 10-Q for the three and nine months ended June 28, 2026 and our Annual Report on Form 10-K for the twelve

months ended September 28, 2025 filed with the SEC on August 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, G&A expenses, profit margins (including Adjusted EBITDA) 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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Cover

Aug. 11, 2026

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Entity File Number

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Entity Registrant Name

OPTEX

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Entity Central Index Key

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Entity Tax Identification Number

90-0609531

Entity Incorporation, State or Country Code

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1420

Presidential Drive

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City Area Code

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