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Form 8-K

sec.gov

8-K — PERMA FIX ENVIRONMENTAL SERVICES INC

Accession: 0001493152-26-034944

Filed: 2026-07-28

Period: 2026-07-22

CIK: 0000891532

SIC: 4955 (HAZARDOUS WASTE MANAGEMENT)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

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) July 22, 2026

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

PERMA

FIX ENVIRONMENTAL SERVICES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

1-11596

58-1954497

(State

or other jurisdiction

of incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

8302

Dunwoody Place, Suite 250, Atlanta, Georgia

30350

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (770) 587-9898

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:

☐ Written

communications pursuant to Rule 425 under the Securities Act

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement

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

☐ Pre-commencement

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

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, $.001 Per Share

PESI

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 or Rule 12b-2

of the Securities Exchange Act of 1934.

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 ☐

Section

2 – Financial Information

Item

2.02 – Results of Operations and Financial Condition

In

accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 is being furnished pursuant to Item

2.02 of Form 8-K and shall not be deemed “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, nor shall it 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 a filing.

Preliminary

Q2 Results

The

second quarter of 2026 marked an important operational milestone for Perma-Fix Environmental Services, Inc. (the “Company”):

the receipt of certain waste streams from the Hanford Site to our Perma-Fix Northwest (PFNW) facility, as we had forecast. As a result,

our treatment-related backlog increased to approximately $15.7 million as of June 30, 2026, up approximately 29% from $12.2 million at

the end of the first quarter. Subsequent to quarter-end, in early July, PFNW also began receiving liquid effluent wastes from the Direct-Feed

Low-Activity Waste (DFLAW) facility, a major milestone for the Company.

Notwithstanding

this progress, our second quarter financial results do not yet reflect these developments. Although we maintained strong receipts and

subsequent backlog through the second quarter as anticipated, we were required to delay the start of treatment of certain Hanford-related

waste streams due to customer-directed changes in treatment protocols. These delays are now largely behind us, and we expect to commence

treatment of these wastes in the third quarter. In addition, delays in several new project starts and the continued drawdown of stored

waste inventories limited revenues in the quarter. At the same time, we incurred increased personnel and other operating expenses in

anticipation of these waste receipts — thus, while the expected revenue has shifted to the second half of the year, associated

costs were incurred in the second quarter, which contributed to our losses for the period. We currently estimate a net loss of approximately

$(6.0) million on revenue of approximately $13 million for the second quarter, subject to the review of our second quarter 2026 financial

statements by our independent registered public accounting firm.

Given

that receipts of these Hanford-related waste streams began in the second quarter and DFLAW receipts have now commenced, and that this

progress is directly reflected in the significant growth of our backlog, we believe the investments we have made in personnel, readiness,

facility upgrades, and capacity ahead of these waste receipts are beginning to be realized.

Our

Services Segment is also strengthening. In addition to the win at Lawrence Livermore National Laboratory in the first quarter, contract

awards have been secured at multiple U.S. Department of Energy (DOE) facilities and commercial sites, supporting services backlog of

over $17 million over the next year.

Turning

to developments at Hanford, which underpin much of our optimism for the second half of 2026 and beyond, DOE has announced a revised Hanford

Tank approach that includes adopting the “Hanford Dual Glass-Plus-Grout Strategy.” This strategy has been presented to the

public and stakeholders in several venues and specifically names the Company. DOE is coordinating this strategy with Washington State

regulators and is targeting the second half of 2026 to begin implementation. As highlighted in recent DOE presentations, the principal

features and anticipated advantages of this approach include:

1. Grouting

is a proven technology and already approved under the DOE Hanford Holistic Agreement; the

DOE Savannah River Site has treated 13 million gallons this way for waste tank inventories.

2. This

approach is expected to provide up to 300% more throughput and a reduction in disposal cost

from approximately $1,200 per gallon to under $50 per gallon.

3. The

dual approach will accelerate the DOE timeline for tank closure with 400K–600K gallons

shipped out this year in the current DOE plan.

4. With

deployment of the existing and additional tank retrieval systems, pretreated tank waste volumes

are estimated to begin in 2026 at 100,000 gallons per month and reach 300,000 gallons per

month in 2028, to be processed by grouting and DFLAW.

5. DOE

totals including East and West Side Tank areas are targeted to reach 9 million gallons annually

by 2030.

6. Grouting

operations are to be staffed by local building-trades unions, keeping skilled jobs and expertise

in the Tri-Cities region.

Although

a formal award of the West Side tank program has not been made, our PFNW facility has submitted a proposal to support DOE’s grouting

objectives and is currently working with Washington State regulators to expand current grouting permits from existing annual capacity

of 1.2 million gallons per year to levels that will meet DOE objectives for both the East and West tanks. In parallel, the facility is

in the final design and procurement phases for the upgrades needed to achieve this expanded capacity by the third quarter of 2027.

On

May 18, 2026, the Company closed on an underwritten public offering that raised net proceeds of approximately $21 million, a portion

of the proceeds of which is being used to fund costs relating to DFLAW and grouting upgrades at our PFNW facility.

Cautionary

Note Regarding Preliminary Financial Information

The

unaudited financial and operational information presented herein is preliminary and may change. The Company’s financial closing

procedures with respect to the estimated financial information provided in this report are not yet complete, and as a result, the Company’s

final results may vary significantly from the preliminary results included in this report. This preliminary financial information has

not been reviewed by the Company’s independent registered public accounting firm. The Company undertakes no obligation to update

or supplement the information provided in this report until the Company releases its financial statements for the three months ended

June 30, 2026. The preliminary financial information included in this report reflects the Company’s current estimates based on

information available as of the date of this report and has been prepared by Company management. This preliminary financial and operational

information should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP (accounting principles

generally accepted in the United States of America) and is not necessarily indicative of the results to be achieved for any future periods.

This preliminary financial and operational information could be impacted by the effects of financial closing procedures, final adjustments,

and other developments.

Item

5.07 – Submission of Matters to a Vote of Security Holders.

On

July 22, 2026, the Company held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

As

of May 28, 2026, the record date for the 2026 Annual Meeting, 21,203,552 shares of the Company’s common stock, par value $.001

per share (Common Stock), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 13,658,784

shares were present at the meeting in person or by proxy, representing approximately 64.42% of the Company’s securities entitled

to vote.

At

the 2026 Annual Meeting, stockholders (1) reelected the Company’s nine directors; (2) ratified the appointment of Grant Thornton,

LLP, as the Company’s independent registered public accounting firm for the 2026 fiscal year; (3) approved, by non-binding advisory

vote, the 2025 compensation of the Company’s named executive officers; (4) approved the Second Amendment to the Company’s

2017 Stock Option Plan; and (5) approved the Sixth Amendment to the Company’s 2003 Outside Directors Stock Plan.

The

final results of each of the proposals voted on by the Company’s stockholders are described below:

Proposal

No. 1—Election of Directors:

Director

Nominee

For

Withheld

Thomas

P. Bostick

6,965,114

247,298

Dr.

Louis F. Centofanti

6,971,910

240,502

Mark

J. Duff

6,971,212

241,200

Kerry

C. Duggan

6,462,162

750,250

Joseph

Timothy Grumski

6,983,722

228,690

Joe

R. Reeder

6,351,901

860,511

Larry

M. Shelton

6,832,175

380,237

Zach

P. Wamp

6,964,880

247,532

Mark

A. Zwecker

6,824,969

387,443

Under

the Company’s bylaws, the election of directors is determined by a plurality of the votes that could be cast at the meeting upon

the election by the holders present in person or by proxy. Under this standard, the nominees receiving the greatest number of votes “for”

their election are elected; no specified percentage or majority of the votes eligible to be cast is required. Because there were nine

nominees for nine director positions, each nominee who received at least one affirmative vote was elected.

The

election of directors is considered a “nonroutine” matter under applicable NYSE rules governing broker discretionary voting.

Accordingly, the 6,446,372 broker non-votes were not votes that could be cast upon the election and had no effect on the outcome. Although

votes withheld from a nominee represent votes that could be cast upon the election, a withheld vote is not an affirmative vote for any

nominee. Withheld votes therefore neither reduced the affirmative votes received by a nominee nor constituted affirmative votes for another

nominee and had no effect on the election. Accordingly, each nominee was reelected as a director of the Company to serve until the Company’s

next annual meeting of stockholders or until his or her successor is duly elected and qualified.

Proposal

No. 2—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company

for the 2026 Fiscal Year:

Votes

For

Votes

Against

Abstentions

13,514,118

9,156

135,510

The

affirmative vote of the holders of a majority of the shares present in person or represented by proxy that could be cast on the proposal

was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm.

Because Proposal 2 is considered a “routine” matter under the rules of the NYSE governing whether member brokers may exercise

discretionary authority to vote shares as to which the beneficial owner has not provided voting instructions, brokers may vote uninstructed

shares on this item and, accordingly, there were no broker non-votes on this matter. Abstentions are considered votes present and entitled

to vote on the proposal, and, thus, have the same effect as a vote AGAINST the proposal.

Proposal

No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2025 Compensation of the Company’s Named Executive Officers:

Votes For

Votes Against

Votes Abstention

5,950,788

102,322

1,159,302

The

affirmative vote of the holders of a majority of the shares present in person or represented by proxy that could be cast on the proposal

was necessary to approve the advisory vote on executive compensation. Because such a proposal is considered a “nonroutine”

matter under the rules of the NYSE governing whether member brokers may exercise discretionary authority to vote shares as to which the

beneficial owner has not provided voting instructions, brokers may not vote uninstructed shares for such a proposal, and, accordingly,

such shares are not considered to be “votes that could be cast” thereon. As a result, the 6,446,372 broker non-votes were

not treated as entitled to vote on this matter and therefore, had no effect on this proposal. However, abstentions are considered votes

present and entitled to vote on the proposal, and, thus, have the same effect as a vote AGAINST the proposal.

Proposal

No. 4—Approval of the Second Amendment to the Company’s 2017 Stock Option Plan:

Votes

For

Votes

Against

Votes

Abstention

6,718,325

144,152

349,935

The

affirmative vote of the holders of a majority of the shares present in person or represented by proxy that could be cast on the proposal

was necessary to approve the Second Amendment to the Company’s 2017 Stock Option Plan. Because such a proposal is considered a

“nonroutine” matter under the rules of the NYSE governing whether member brokers may exercise discretionary authority to

vote shares as to which the beneficial owner has not provided voting instructions, brokers may not vote uninstructed shares for such

a proposal, and, accordingly, such shares are not considered to be “votes that could be cast” thereon. As a result, the 6,446,372

broker non-votes were not treated as entitled to vote on this matter and therefore, had no effect on this proposal. However, abstentions

are considered votes present and entitled to vote on the proposal, and, thus, have the same effect as a vote AGAINST the proposal.

Proposal

No. 5—Approval of the Sixth Amendment to the Company’s 2003 Outside Directors Stock Plan:

Votes

For

Votes

Against

Votes

Abstention

6,616,557

271,838

324,017

The

affirmative vote of the holders of a majority of the shares present in person or represented by proxy that could be cast on the proposal

was necessary to approve the Sixth Amendment to the Company’s 2003 Outside Directors Stock Plan. Because such a proposal is considered

a “nonroutine” matter under the rules of the NYSE governing whether member brokers may exercise discretionary authority to

vote shares as to which the beneficial owner has not provided voting instructions, brokers may not vote uninstructed shares for such

a proposal, and, accordingly, such shares are not considered to be “votes that could be cast” thereon. As a result, the 6,446,372

broker non-votes were not treated as entitled to vote on this matter and therefore, had no effect on this proposal. However, abstentions

are considered votes present and entitled to vote on the proposal, and, thus, have the same effect as a vote AGAINST the proposal.

Cautionary

Note Regarding Forward-Looking Statements

This

Form 8-K contains “forward-looking statements” which are based largely on the Company’s expectations and are subject

to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally

are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”,

“could potentially”, “plans to”, “estimates”, “projects”, and similar expressions. Forward-looking

statements include, but are not limited to, opportunities at the Hanford Site, including treatment of Hanford-related waste streams expected

to be received in the third quarter of 2026 and expectation of contract awards; results of operations; investments beginning to be realized;

supporting DOE’s grouting objectives; and expansion of the Company’s grouting permit to meet DOE objectives. These forward-looking

statements are intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of

1995. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations

will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described

in this Form 8-K, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability

to apply and market our new technologies; the government or such other party to a contract granted to us fails to abide by or comply

with the contract or to deliver waste as anticipated under the contract; inability to win bid projects or contract awards; Congress fails

to provides continuing funding for the Department of War’s and DOE’s remediation projects; government’s inability to

pass the Federal Budget; inability to obtain new foreign and domestic remediation contracts; and the “Risk Factors” discussed

in, and the additional factors referred to under, “Special Note Regarding Forward-Looking Statements” of our 2025 Form 10-K

and Form 10-Q for the quarter ended March 31, 2026. The Company makes no commitment to disclose any revisions to forward-looking statements,

or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit Description

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 Company has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

By:

/s/

Ben Naccarato

Ben

Naccarato

Dated:

July 28, 2026

Executive

Vice President and Chief Financial Officer

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xbrli:booleanItemType

Balance Type:

na

Period Type:

duration