Form 8-K

8-K — R F INDUSTRIES LTD

Accession: 0001437749-26-020657

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0000740664

SIC: 3678 (ELECTRONIC CONNECTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rfil20260611_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_975747.htm)

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8-K — FORM 8-K

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0000740664

2026-06-15

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): June 15, 2026

R F INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction

of Incorporation)

0-13301

(Commission File Number)

88-0168936

(I.R.S. Employer

Identification No.)

16868 Via Del Campo Court, Suite 200 San Diego, CA 92127

(Address of Principal Executive Offices, including Zip Code)

(858) 549-6340

(Registrant’s Telephone Number, Including Area Code)

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, $0.01 par value per share

RFIL

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 ☐

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 June 15, 2026, RF Industries, Ltd. (the “Company”) issued a press release announcing information regarding the Company’s financial results for the second quarter ended April 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, 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 such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of RF Industries, Ltd., dated June 15, 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.

RF INDUSTRIES, LTD.

June 15, 2026

By: /s/ Peter Yin

Peter Yin

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_975747.htm · Sequence: 2

ex_975747.htm

Exhibit 99.1

RF Industries Reports Second Quarter Fiscal Year 2026 Financial Results

SAN DIEGO, CA, June 15, 2026 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced financial results for the second quarter of fiscal year 2026 ended April 30, 2026.

Second Quarter Fiscal 2026 Highlights and Operating Results:

●

Net sales were $20.7 million, a 9% increase from $18.9 million year-over-year and a 9% increase from $19.0 million in the first quarter of fiscal 2026.

●

Backlog of $20 million at quarter-end on second quarter bookings of $26.3 million. As of today, the backlog stands at $20.1 million.

●

Gross profit margin was 35.1%, a 360-basis point improvement from 31.5% in the prior year period.

●

Operating income was $1.1 million, an improvement of $1 million from operating income of $106,000 year-over-year.

●

Consolidated net income was $879,000, or $0.08 per diluted share, an improvement from a consolidated net loss of $(245,000), or $(0.02) per diluted share year-over-year.

●

Non-GAAP net income was $1.6 million, or $0.14 per diluted share, compared to non-GAAP net income of $701,000, or $0.07 per diluted share, in the second quarter of fiscal 2025.

●

Adjusted EBITDA was $2 million, up from $1.1 million year-over-year.

See "Note Regarding Use of Non-GAAP Financial Measures," "Unaudited Reconciliation of GAAP to non-GAAP Net Income," "Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA" and the description of bookings and backlog below for additional information.

Management Commentary

“We delivered a strong second quarter by translating solid demand and disciplined execution into both revenue growth and meaningful margin expansion,” said Robert Dawson, Chief Executive Officer of RF Industries. “Second quarter revenue of nearly $21 million increased both year-over-year and sequentially, while gross profit margin expanded to 35%, a 360 basis-point gain over the comparable period a year ago. Adjusted EBITDA nearly doubled year-over-year to $2 million, and we also delivered positive consolidated net income of $879,000 compared to a loss of $245,000 in the second quarter of fiscal 2025. These bottom-line results demonstrate the improved product mix and operating leverage that our team has achieved over the past couple of years. Importantly, we continued to generate robust bookings, driving backlog to $20 million at quarter end and reinforcing our visibility into the second half of the fiscal year.”

“Our team continues to execute on our long-term plans as we expand into higher-value applications with our small cell, DAC, and custom cabling solutions. Our strategy to diversify our end markets not only helped mitigate customer and revenue concentration but also opened direct access to some of the most dynamic sectors in our economy—aerospace, data centers and AI infrastructure, transportation, and public safety, as well as new opportunities in telecommunications. We believe the progress we are making is increasingly evident in our financial results. With improved profitability, a strengthened backlog, and continued operational discipline, we believe we are positioned to build on this momentum and deliver a solid performance in the second half of fiscal 2026,” concluded Dawson.

Conference Call and Webcast

RF Industries will host a conference call and live webcast today, June 15, 2026, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss its fiscal second quarter 2026 financial results. To access the live call, dial 888-506-0062 (US and Canada) or 973-528-0011 (International) and give the participant access code 801697. A live audio webcast of the call will also be available on the Investor Relations section of RFI’s website at www.rfindustries.com and will be archived for replay.

About RF Industries

Connecting the next generation with tomorrow's technology, RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets, including wireless/wireline telecom, data communications and industrial. The Company's products include high-performance components used in commercial applications such as RF connectors and adapters, RF passives including dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems, and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in New York, Connecticut, and New Jersey. Please visit the RF Industries website at www.rfindustries.com.

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, with respect to future events. Forward-looking statements include, among others, statements concerning our expectations about profitability, revenues, industry trends, markets and any growth trajectory thereof, our ability to build on our momentum and deliver a solid performance in the second half of fiscal 2026., demand for our products, backlog, financial goals, growth opportunities and the expected benefits and desirability of our products, in each case which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: changes in the telecommunications industry and materialization and timing of expected network buildouts; timing and breadth of new products; our ability to realize increased sales; successfully integrating new products and teams; our ability to execute on our go-to-market strategies and channel models; our reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S. and foreign nations; our ability to expand our OEM relationships; our ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; our ability to maintain strong margins and diversify our customer base; our ability to initiate operating efficiencies, cost savings and expense reductions; our ability to address the changing needs of the market and capitalize on new market opportunities; our ability to add value to our customer’s needs; the success of any product launches; our cash and liquidity needs; our ability to continue as a going concern; non-compliance with terms and covenants in our credit facility; and our ability to increase revenue, gross margins or obtain profitability in a timely manner. Further discussion of these and other potential risks and uncertainties may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

Note Regarding Use of Non-GAAP Financial Measures

To supplement our unaudited condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including adjusted earnings before interest, taxes, depreciation, amortization (Adjusted EBITDA), non-GAAP net income (loss) and non-GAAP earnings (loss) per share, basic and diluted (non-GAAP EPS).

We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance by excluding certain non-cash and other one-time expenses that we believe are not indicative of our operating results.

In computing Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP EPS, we exclude stock-based compensation expense, which represents non-cash charges for the fair value of stock options and other non-cash awards granted to employees, non-cash and other one-time charges, severance, amortization expense and provision from income taxes. For Adjusted EBITDA, we also exclude depreciation and interest expense. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company's non-cash operating expenses, we believe that providing non-GAAP financial measures that exclude non-cash expense and non-recurring costs and expenses allows for meaningful comparisons between our core business operating results and those of other companies, as well as provides us with an important tool for financial and operational decision-making and for evaluating our own core business operating results over different periods of time.

Our Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Our Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to operating or net income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be a substitute for, or superior to, the information provided by GAAP financial results. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. A reconciliation of specific adjustments to GAAP results is provided in the last two tables at the end of this press release.

In addition, we have included order bookings and backlog in this earnings release. Bookings represent new orders that have been received inclusive of any modification or cancellation of previous orders. Backlog represents orders that have been received where revenue has not been recognized as of the specified date. We believe both Bookings and Backlog are indicators of future revenues that the Company expects to generate based on orders that management believes to be firm.

RF Industries Contact:

Peter Yin SVP and CFO

(858) 549-6340

rfi@rfindustries.com

IR Contact:

Donni Case

Financial Profiles, Inc.

(310) 622-8224

RFIL@finprofiles.com

Source: RF Industries

# # #

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

Apr. 30,

Oct. 31,

2026

2025

(unaudited)

(audited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

3,394

5,079

Trade accounts receivable, net

15,605

14,871

Inventories

14,449

13,735

Other current assets

1,642

1,284

TOTAL CURRENT ASSETS

35,090

34,969

Property and equipment, net

4,072

4,229

Operating right of use asset, net

13,159

13,848

Goodwill

8,085

Amortizable intangible assets, net

9,442

10,264

Non-amortizable intangible assets

1,174

Other assets

512

477

TOTAL ASSETS

71,534

73,046

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

10,387

10,746

Line of credit

6,142

7,836

Current portion of operating lease liabilities

2,039

2,054

Income taxes payable

260

TOTAL CURRENT LIABILITIES

18,568

20,896

Operating lease liabilities

15,814

16,699

Deferred tax liabilities

272

247

TOTAL LIABILITIES

34,654

37,842

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Common stock, authorized 20,000,000 shares of $0.01 par value; 10,851,265 and 10,713,801 shares issued and outstanding at

April 30, 2026 and October 31, 2025, respectively

109

107

Additional paid-in capital

28,895

28,050

Retained earnings

7,876

7,047

TOTAL STOCKHOLDERS' EQUITY

36,880

35,204

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

71,534

73,046

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

April 30,

2026

2025

2026

2025

(unaudited)

Net sales

20,691

18,910

39,661

38,110

Cost of sales

13,425

12,960

26,274

26,443

Gross profit

7,266

5,950

13,387

11,667

Operating expenses:

Engineering

915

683

1,768

1,365

Selling and general

5,253

5,161

10,344

10,140

Total operating expenses

6,168

5,844

12,112

11,505

Operating income

1,098

106

1,275

162

Other expense

(159

)

(216

)

(352

)

(481

)

Income (loss) before provision for income taxes

939

(110

)

923

(319

)

Provision for income taxes

135

171

Consolidated net income (loss)

879

(245

)

829

(490

)

Earnings (loss) per share - Basic

0.08

(0.02

)

0.08

(0.05

)

Earnings (loss) per share - Diluted

0.08

(0.02

)

0.07

(0.05

)

Weighted average shares outstanding:

Basic

10,851,869

10,669,608

10,783,721

10,614,364

Diluted

11,424,572

10,669,608

11,221,542

10,614,364

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Net Income

(In thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

April 30,

2026

2025

2026

2025

Consolidated net income (loss)

879

(245

)

829

(490

)

Provision from income taxes

135

171

Stock-based compensation expense

277

226

541

421

Non-cash and other one-time charges

123

Severance

Amortization expense

411

822

Non-GAAP net income

1,627

701

2,286

1,098

Non-GAAP earnings per share:

Basic

0.15

0.07

0.21

0.10

Diluted

0.14

0.07

0.20

0.10

Weighted average shares outstanding

Basic

10,851,869

10,669,608

10,783,721

10,614,364

Diluted

11,424,572

10,716,820

11,221,542

10,651,220

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

Three Months Ended

Six Months Ended

April 30,

2026

2025

2026

2025

Consolidated net income (loss)

879

(245

)

829

(490

)

Stock-based compensation expense

277

226

541

421

Non-cash and other one-time charges

123

Severance

Amortization expense

411

822

Depreciation expense

201

204

408

409

Other expense

159

216

352

481

Provision from income taxes

135

171

Adjusted EBITDA

1,987

1,121

3,046

1,988

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Document And Entity Information

Jun. 15, 2026

Document Information [Line Items]

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8-K

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Jun. 15, 2026

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Entity, Tax Identification Number

88-0168936

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Entity, Address, City or Town

San Diego

Entity, Address, State or Province

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92127

City Area Code

858

Local Phone Number

549-6340

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dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration