Form 8-K

8-K — CSP INC /MA/

Accession: 0000356037-26-000050

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0000356037

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cspi-20260814x8k.htm (Primary)

EX-99.1 (cspi-20260814xex99d1.htm)

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8-K

8-K (Primary)

Filename: cspi-20260814x8k.htm · Sequence: 1

CSP Inc._August 14, 2026

0000356037false00003560372026-08-142026-08-14

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): August 14, 2026

CSP Inc.

(Exact name of the registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)

000-10843

04-2441294

(Commission File Number)

(IRS Employer Identification No.)

175 Cabot Street - Suite 210, Lowell, MA

01854

(Address of principal executive offices)

(Zip Code)

(978) 954-5038

(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:

☐ 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))

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. ☐

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

CSPI

Nasdaq Global Market

Item 2.02 Results of Operations and Financial Condition.

On August 14, 2026 CSP Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2026, which ended on June 30, 2026. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

99.1Press Release Dated August 14, 2026

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.

CSP INC.

Date: August 14, 2026

By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

EX-99.1

Filename: cspi-20260814xex99d1.htm · Sequence: 2

Exhibit 99.1

CSPi Reports FY2026 Third Quarter Results

AZT PROTECT Performance and High Customer Satisfaction Generates 100% Renewal Rate; TS Order Backlog Continues Year-Over-Year Growth; Recent Surge of Large Cloud-based Services Contracts Combine with AZT PROTECT & TS Opportunities to Drive Fiscal 2027 Optimism

Conference Call Today at 10 a.m. ET

LOWELL, Mass., Aug. 14, 2026 – CSP Inc. (NASDAQ: CSPI), an award-winning provider of security and packet capture products, managed IT and professional services and technology solutions, today announced results for the fiscal third quarter ended June 30, 2026. The Company also announced that the Board of Directors declared a quarterly dividend of $0.03 per share payable September 15, 2026, to shareholders of record at the close of business on August 28, 2026.

Recent Achievements and Operating Highlights

● Signed a seven-figure, six-year managed services agreement with a professional sports organization.

● CRN, a brand of The Channel Company, named CSPi to its 2026 Tech Elite 250 list for the sixth consecutive year.

● Initiated additional Land and Expand single-site AZT PROTECT engagements and completed product integration with Acronis software. Implemented sales organization modifications to advance Land and Expand and OEM customer opportunities.

“Our Technology Solutions (TS) business performed near our expectations during the fiscal third quarter, reflecting solid growth from the Cloud and Managed Services businesses, and despite continued vendor hardware supply issues extending customer delivery lead times,” commented Victor Dellovo, Chief Executive Officer. “While the prolonged across the board vendor hardware delivery delay is likely to continue through the current fiscal fourth quarter and into the first half of fiscal 2027, we believe our increased backlog will enhance our full year 2027 results. Our team is aggressively attacking the delivery date issue to convert orders to sales over the next several months. During the fiscal third quarter, we did generate meaningful progress and signed several new TS customers, including a six-year, seven-figure contract with a professional sports organization, expanding our profile in this lucrative market.

“The AZT PROTECT business continued to add new customers and expand sites within existing customers during the third quarter. In addition, we completed the integration of AZT PROTECT into the Acronis Software product offering as well as with several specialized distributors. We have established opportunities to secure larger seven figure agreements through direct sales efforts to OEMs and have modified our sales organization to aggressively address this emerging potential while increasing the effectiveness of our Land-And-Expand strategy. In addition, we have several targets nearing the end of the 18-24 month sales cycle and believe our evolved sales approach maximizes our ability to convert the opportunity into an order.

“The market for AZT PROTECT continues to expand as cyberattacks forcing operations to shut down for extended periods of time increase. We believe AZT PROTECT could have been the difference in preventing these shutdowns and its performance is the major driver behind our 100 percent customer renewal rate. Successful sales execution would provide us with a strong tailwind into the new fiscal year. Combined with the new multi-year cloud-based engagements signed during fiscal 2026 and conversion of TS backlog to revenue, we are positioned to enter fiscal 2027 with significant business momentum.”

Fiscal 2026 Third Quarter Results

Sales for the fiscal third quarter ended June 30, 2026, were $14.4 million compared to sales of $15.4 million for the fiscal third quarter ended June 30, 2025, as the Technology Solutions backlog remained above normal levels due to the well-document equipment shortages impacting the industry. Gross profit margin for the fiscal third quarter ended June 30, 2026, was 30.1% of sales, an increase of over 100 basis points compared to the year ago fiscal third quarter gross margin of 28.8%. The Company reported a net loss of $846,000 or $0.09 per

Exhibit 99.1

common share for the fiscal third quarter, compared to a net loss of $264,000, or $0.03 per common share for the prior fiscal year third quarter.

The Company continues to maintain a strong balance sheet, and as of June 30, 2026, had cash and cash equivalents of $24.7 million, after providing financing to several customers. The strong balance sheet provides the Company with the necessary resources to execute its growth strategies for growing the managed services business and fostering greater market penetration of the AZT PROTECT offering.

Fiscal Year 2026 Nine Month Results

Sales for the fiscal nine months ended June 30, 2026, was $42.4. million compared with sales of $44.3 million in prior year period. Gross profit for the fiscal nine months ended June 30, 2026, was $13.5 million, or 31.9% of sales compared with $13.2 million, or 29.9% of sales. The Company reported a net loss of $491,000, or $0.05 per share in the fiscal nine months ended June 30, 2026, compared with net income of $100,000, or $0.01 per diluted share for the fiscal nine months ended June 30, 2025.

Conference Call Details

CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, the event link is https://www.webcaster5.com/Webcast/Page/2912/54426. Individuals also may listen to the call via telephone, by dialing 973-528-0011 or 888-506-0062 and use the Participant Access Code: 359648 when greeted by the live operator. A replay of the webcast will be available for approximately one year on the CSPi website.

About CSPi

CSPi (NASDAQ:CSPI) operates two divisions, each with unique expertise in designing and implementing technology solutions to help customers use technology to success. The High Performance Product division, including ARIA Cybersecurity Solutions, recognizes that better, stronger, more effective cybersecurity starts with a smarter approach. ARIA's solutions provide new ways for organizations to protect their most critical assets—they can shield their critical applications from cyberattack with the AZT solution, while monitoring internal traffic, device-level logs, and alert output with our ARIA ADR solution to substantially improve threat detection and surgically disrupt cyberattacks and data exfiltration. Rounding out the portfolio, Aria's AZT Gateway Software allows us to interrogate network packets at 100mbps line-rate to enforce forwarding and capture policies on the fly. Customers in a range of industries rely on our solutions to accelerate incident response, automate breach detection, and protect their most critical assets and applications—no matter where they are stored, used, or accessed.

CSPi's Technology Solutions division helps clients achieve their business goals and accelerate time to market through innovative IT solutions and professional services by partnering with best-in-class technology providers. For organizations that want the benefits of an IT department without the cost, we offer a robust catalog of Managed IT Services providing 24×365 proactive support. Our team of engineers have expertise across major industries supporting five key technology areas: Advanced Security; Communication and Collaboration; Data Center; Networking; and Wireless & Mobility.

Exhibit 99.1

Safe Harbor

The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include general economic conditions, market factors, competitive factors and pricing pressures, and others hardware delivery delay is likely to continue through the current fiscal fourth quarter and into the first half of fiscal 2027, we believe our increased backlog will enhance our full year 2027 results described in the Company's filings with the Securities and Exchange Commission (“SEC”). Please refer to the section on forward-looking statements included in the Company's filings with the SEC.

Gary Levine

CFO

978-954-5040

Exhibit 99.1

CSP INC. AND SUBSIDIARIES

CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

June 30, 2026

September 30, 2025

Assets

Current assets:

Cash and cash equivalents

24,666

27,418

Accounts receivable, net

11,356

12,000

Financing receivables, net

8,314

8,939

Inventories

1,832

1,442

Other current assets

3,073

2,521

Total current assets

49,241

52,320

Financing receivables due after one year, net

8,229

5,965

Cash surrender value of life insurance

6,061

5,845

Other assets

7,250

7,033

Total assets

70,781

71,163

Liabilities and Shareholders’ Equity

Current liabilities

20,476

22,183

Pension and retirement plans

1,169

1,219

Other non-current liabilities

4,873

3,210

Shareholders’ equity

44,263

44,551

Total liabilities and shareholders’ equity

70,781

71,163

Exhibit 99.1

CSP INC. AND SUBSIDIARIES

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

Three months ended

Nine months ended

June 30

2026

2025

2026

2025

Sales:

Product

9,943

10,150

27,757

29,717

Services

4,455

5,298

14,689

14,548

Total sales

14,398

15,448

42,446

44,265

Cost of sales:

Product

7,890

8,553

22,570

24,551

Services

2,175

2,442

6,336

6,490

Total cost of sales

10,065

10,995

28,906

31,041

Gross profit

4,333

4,453

13,540

13,224

Operating expenses:

Engineering and development

832

791

2,508

2,340

Selling, general and administrative

5,043

4,885

13,537

13,455

Total operating expenses

5,875

5,676

16,045

15,795

Operating loss

(1,542)

(1,223)

(2,505)

(2,571)

Other income, net

330

208

1,360

1,122

(Loss) income before income taxes

(1,212)

(1,015)

(1,145)

(1,449)

Income tax benefit

(366)

(751)

(654)

(1,549)

Net income (loss)

(846)

(264)

(491)

100

Net income (loss) attributable to common shareholders

(846)

(264)

(491)

Net income (loss) per common share - basic

(0.09)

(0.03)

(0.05)

0.01

Weighted average shares outstanding – basic

9,560

9,362

9,494

9,275

Net income (loss) per common share - diluted

(0.09)

(0.03)

(0.05)

0.01

Weighted average shares outstanding net income - diluted

9,560

9,362

9,494

9,611

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