Form 8-K

8-K — SYPRIS SOLUTIONS INC

Accession: 0001437749-26-017690

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0000864240

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — sypr20260518_8k.htm (Primary)

EX-99 — EXHIBIT 99 (ex_964512.htm)

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0000864240

2026-05-19

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 19, 2026

Sypris Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-24020

61-1321992

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Bullitt Lane, Suite 450

Louisville, Kentucky

40222

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 329-2000

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.

☐

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SYPR

The Nasdaq Global Select Market

Section 2 – Financial Information

Item 2.02

Results of Operations and Financial Condition.

On May 19, 2026, Sypris Solutions, Inc. (the “Company”) announced its financial results for the first quarter ended April 5, 2026. The full text of the press release is set forth in Exhibit 99 hereto.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 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, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 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, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description of Exhibit

Press release issued May 19, 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.

Dated: May 19, 2026

Sypris Solutions, Inc.

By:

/s/ Rebecca R. Eckert

Rebecca R. Eckert

Vice President, Chief Accounting Officer & Controller

EX-99 — EXHIBIT 99

EX-99

Filename: ex_964512.htm · Sequence: 2

ex_964512.htm

Exhibit 99

For more information, contact:

Rebecca R. Eckert

Chief Accounting Officer

(502) 329-2000

SYPRIS REPORTS FIRST QUARTER RESULTS

ORDERS JUMP 28% FOR SYPRIS ELECTRONICS; INCREASE 269% SEQUENTIALLY

LOUISVILLE, KY (May 19, 2026) – Sypris Solutions, Inc. (Nasdaq/GM: SYPR) today reported financial results for its first quarter ended April 5, 2026.

HIGHLIGHTS

●

Orders for Sypris Electronics increased 28% year-over-year and 269% sequentially, driven by bookings supporting various missile programs, a major defense aviation program and subsea fiber-optic data network systems.

●

Orders for our energy products rose 31% year-over-year and 38% sequentially, reflecting positive demand from customers involved with the export of LNG, the transmission of natural gas and the conversion of utilities to cleaner-burning fuels.

●

During the quarter, Sypris Electronics announced that it had been awarded a follow-on contract to produce and test space-grade circuit card assemblies for use in the Orion spacecraft supporting the missions of NASA’s Artemis program, with production expected to continue through 2027.

●

During the quarter, Sypris Technologies announced that it entered into a long-term, sole-source agreement with a global truck OEM to supply certain critical components for use in its proprietary advance automated manual transmission for heavy trucks in North America. Production is expected to begin in 2027.

●

Sypris Technologies also announced a long-term, sole-source contract extension to provide drivetrain components for a leading tier-one manufacturer serving the North American heavy truck and all-terrain vehicle markets.

“The escalation of the conflict in the Middle East has increased demand for inventory replenishment and technology upgrades, thereby placing a premium on the industry’s ability to scale rapidly and efficiently,” commented Jeffrey T. Gill, President and Chief Executive Officer. “We expect Sypris Electronics, with its advanced production capabilities, deep, experienced technical organization and strong market position, to continue benefiting from this demand. While material availability and a series of short-term issues impacted our performance during the first quarter, we are optimistic these issues will be resolved going forward.

“Orders for our energy products increased 31% year-over-year and 38% sequentially, with demand still outstanding on several large projects. Additional growth opportunities may emerge from new global projects aimed at meeting increasing LNG demand, including support for the expected surge in electricity demand from AI-related data centers. We are also actively pursuing applications for our products in adjacent markets including CO2 capture to further diversify our industry and customer portfolios.

- MORE -

Sypris Reports First Quarter Results

Page 2

May 19, 2026

“At Sypris Technologies, the downturn we experienced during the second half of 2025 and into the first quarter of 2026 from customers in some of our transportation-related markets appears to be nearing an end, and we expect the inventory replenishment cycle to accelerate as we move through 2026 with demand expected to increase sequentially.”

First Quarter Results

The Company reported revenue of $25.8 million for the first quarter of 2026 compared to $29.5 million for the prior-year comparable period. Additionally, the Company reported a net loss of $4.1 million, or $0.18 per share, compared with $0.9 million, or $0.04 per share, for the prior-year period. Results for the first quarter of 2026 included $2.4 million in increased expenses for healthcare, unabsorbed overhead, foreign exchange variances, charges for scrap and rework and accruals for excess and obsolete inventory as compared to the prior-year period.

Sypris Technologies

Revenue for Sypris Technologies was $12.4 million in the first quarter of 2026 compared to $13.6 million for the prior-year comparable period. This decline reflects the downturn in the commercial vehicle market and the impact of customers adjusting inventory to align with OEM build schedules. This was partially offset by strong energy product sales compared with the prior-year period. Gross profit for the first quarter of 2026 was $1.4 million compared to $2.1 million for the same period in 2025. Gross profit for the first quarter of 2026 was pressured by lower volumes and unfavorable foreign exchange rates compared with the prior-year period.

Sypris Electronics

Revenue for Sypris Electronics was $13.4 million in the first quarter of 2026 compared to $15.9 million for the prior-year period as a result of material availability issues in addition to customer design changes on certain new programs, which pushed out delivery dates. Gross profit for the first quarter of 2026 was a loss of $0.6 million compared with a profit of $1.3 million for the same period in 2025. Some of the material availability issues have delayed certain customer deliveries, limited our ability to ramp up production in response to customer demand for certain products, and caused out-of-sequence manufacturing, which increases costs and decreases operational efficiency.

Outlook

Commenting on the future, Mr. Gill added, “We expect the challenging operating environment to improve as we move through 2026. With a strong backlog and new program wins, we are confident that our future has the potential to be very positive. We are closely monitoring customer demand and forward-looking signals, and we believe our long-standing track record of resilience will allow us to successfully navigate any headwinds.”

About Sypris Solutions

Sypris Solutions provides products and engineering, design, and manufacturing services for a variety of critical infrastructure sectors, including energy, space, communications, defense, transport, chemical, and water. Sypris serves its customers globally through its operations located in North America. For more information about the Company, please visit its website at www.sypris.com.

- MORE -

Sypris Reports First Quarter Results

Page 3

May 19, 2026

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include our plans and expectations of future financial and operational performance. Each forward-looking statement herein is subject to risks and uncertainties, as detailed in our most recent Form 10-K and Form 10-Q and other SEC filings. Briefly, we currently believe that such risks also include the following: the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; the termination or non-renewal of existing contracts by customers; our failure to achieve and maintain profitability on a timely basis by steadily increasing our revenues from profitable contracts with a diversified group of customers, which would cause us to continue to use existing cash resources or require us to sell assets to fund operating losses; volatility of our customers’ forecasts and our contractual obligations to meet current scheduling demands and production levels, which may negatively impact our operational capacity and our effectiveness to integrate new customers or suppliers, and in turn cause increases in our inventory and working capital levels; cost, quality and availability or lead times of raw materials such as steel, component parts (especially electronic components), natural gas or utilities including increased cost relating to inflation, as well as the impact of proposed or imposed tariffs by the U.S. government on imports to the U.S. and/or the imposition of retaliatory tariffs by foreign countries; our reliance on a few key customers, third party vendors and sub-suppliers; significant delays or reductions due to a prolonged continuing resolution or U.S. government shutdown reducing the spending on products and services that Sypris Electronics provides; risks of foreign operations, including foreign currency exchange rate risk exposure, which could impact our operating results; the cost, quality, timeliness, efficiency and yield of our operations and capital investments, including the impact of inflation, tariffs, product recalls or related liabilities, employee training, working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; inventory valuation risks including excessive or obsolescent valuations or price erosions of raw materials or component parts on hand or other potential impairments, non-recoverability or write-offs of assets or deferred costs; our failure to successfully complete final contract negotiations with regard to our announced contract “orders”, “wins” or “awards”; our ability to maintain compliance with the Nasdaq listing standards, including without limitation minimum closing bid price and stockholders’ equity; our failure to successfully win new business or develop new or improved products or new markets for our products; war, geopolitical conflict, terrorism, or political uncertainty, or disruptions resulting from military hostilities between Russia and Ukraine, Israel and Hamas, and the U.S., Israel and Iran, or other tensions in the Middle East, including arising out of international sanctions, foreign currency fluctuations and other economic impacts; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; the costs and supply of insurance on acceptable terms and with adequate coverage; unanticipated or uninsured product liability claims, disasters, public health crises, losses or business risks; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; the costs of compliance with our auditing, regulatory or contractual obligations; pension valuation, health care or other benefit costs; dependence on, retention or recruitment of key employees and highly skilled personnel and distribution of our human capital; our reliance on revenues from customers in the oil and gas and automotive markets, with increasing consumer pressure for reductions in environmental impacts attributed to greenhouse gas emissions and increased vehicle fuel economy; labor relations; strikes; union negotiations; disputes or litigation involving governmental, supplier, customer, employee, creditor, stockholder, premises liability, personal injury, product liability, warranty or environmental claims; failure to adequately insure or to identify product liability, environmental or other insurable risks; costs associated with environmental or other claims relating to properties previously owned; our inability to patent or otherwise protect our inventions or other intellectual property rights from potential competitors or fully exploit such rights which could materially affect our ability to compete in our chosen markets; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; cybersecurity threats and disruptions, including ransomware attacks on our systems and the systems of third-party vendors and other parties with which we conduct business, all of which may become more pronounced in the event of geopolitical conflicts and other uncertainties, such as the conflict in Ukraine; risks related to owning our common stock, including increased volatility; possible public policy response to a public health emergency, including U.S. or foreign government legislation or restrictions that may impact our operations or supply chain; or unknown risks and uncertainties. We undertake no obligation to update our forward-looking statements, except as may be required by law.

- MORE -

Sypris Reports First Quarter Results

Page 4

May 19, 2026

SYPRIS SOLUTIONS, INC.

Financial Highlights

(In thousands, except per share amounts)

Three Months Ended

April 5,

March 30,

2026

2025

(Unaudited)

Revenue

25,811

29,508

Net loss

(4,126

)

(899

)

Loss per common share:

Basic

(0.18

)

(0.04

)

Diluted

(0.18

)

(0.04

)

Weighted average shares outstanding:

Basic

22,329

22,140

Diluted

22,329

22,140

- MORE -

Sypris Reports First Quarter Results

Page 5

May 19, 2026

Sypris Solutions, Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

Three Months Ended

April 5,

March 30,

2026

2025

(Unaudited)

Net revenue:

Sypris Technologies

12,412

13,573

Sypris Electronics

13,399

15,935

Total net revenue

25,811

29,508

Cost of sales:

Sypris Technologies

10,993

11,466

Sypris Electronics

13,997

14,676

Total cost of sales

24,990

26,142

Gross profit (loss):

Sypris Technologies

1,419

2,107

Sypris Electronics

(598

)

1,259

Total gross profit

821

3,366

Selling, general and administrative

4,423

3,496

Operating loss

(3,602

)

(130

)

Interest expense, net

530

302

Other expense, net

140

165

Loss before taxes

(4,272

)

(597

)

Income tax (benefit) expense, net

(146

)

302

Net loss

(4,126

)

(899

)

Loss per common share:

Basic

(0.18

)

(0.04

)

Diluted

(0.18

)

(0.04

)

Dividends declared per common share

Weighted average shares outstanding:

Basic

22,329

22,140

Diluted

22,329

22,140

- MORE -

Sypris Reports First Quarter Results

Page 6

May 19, 2026

Sypris Solutions, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

April 5,

December 31,

2026

2025

(Unaudited)

(Note)

ASSETS

Current assets:

Cash and cash equivalents

4,847

6,770

Accounts receivable, net

9,519

9,846

Inventory, net

52,522

52,463

Other current assets

10,926

10,808

Total current assets

77,814

79,887

Property, plant and equipment, net

15,566

16,004

Operating lease right-of-use assets

7,127

7,333

Other assets

4,734

4,587

Total assets

105,241

107,811

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

9,932

10,270

Accrued liabilities

49,938

49,428

Operating lease liabilities, current portion

1,281

1,019

Finance lease obligations, current portion

606

622

Equipment financing obligations, current portion

513

526

Working capital line of credit

500

Loan payable, current portion

195

Note payable - related party, current portion

2,000

Total current liabilities

64,965

62,365

Operating lease liabilities, net of current portion

6,420

6,673

Finance lease obligations, net of current portion

3,926

4,021

Equipment financing obligations, net of current portion

782

846

Loan payable, net of current portion

889

Note payable - related party

9,992

11,993

Other liabilities

4,427

4,123

Total liabilities

91,401

90,021

Stockholders’ equity:

Preferred stock, par value $0.01 per share, 975,150 shares authorized; no shares issued

Series A preferred stock, par value $0.01 per share, 24,850 shares authorized; no shares issued

Common stock, non-voting, par value $0.01 per share, 10,000,000 shares authorized; no shares issued

Common stock, par value $0.01 per share, 30,000,000 shares authorized; 23,013,013 shares issued and 22,991,500 outstanding in 2026 and 23,051,483 shares issued and 23,029,970 outstanding in 2025

230

Additional paid-in capital

158,203

157,996

Accumulated deficit

(129,076

)

(124,950

)

Accumulated other comprehensive loss

(15,517

)

(15,486

)

Treasury stock, 21,513 in 2026 and 2025

Total stockholders’ equity

13,840

17,790

Total liabilities and stockholders’ equity

105,241

107,811

Note: The balance sheet at December 31, 2025, has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

- MORE -

Sypris Reports First Quarter Results

Page 7

May 19, 2026

Sypris Solutions, Inc.

Consolidated Cash Flow Statements

(in thousands)

Three Months Ended

April 5,

March 30,

2026

2025

(Unaudited)

Cash flows from operating activities:

Net loss

(4,126

)

(899

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

760

699

Deferred income taxes

129

Stock-based compensation expense

320

301

Deferred loan costs amortized

Provision for excess and obsolete inventory

276

Non-cash lease expense

207

251

Other noncash items

Contributions to pension plans

(69

)

(80

)

Changes in operating assets and liabilities:

Accounts receivable

327

(1,317

)

Inventory

(350

)

4,074

Other assets, current and non-current

(280

)

2,156

Accounts payable

(315

)

(2,372

)

Accrued and other liabilities

890

(8,600

)

Net cash used in operating activities

(2,339

)

(5,534

)

Cash flows from investing activities:

Capital expenditures

(231

)

Net cash used in investing activities

(231

)

Cash flows from financing activities:

Proceeds from loan payable

1,159

Proceeds from note payable - related party

3,000

Principal payments on loan payable

(76

)

Principal payments on finance lease obligations

(150

)

(365

)

Principal payments on equipment financing obligations

(133

)

(138

)

Indirect repurchase of shares for minimum statutory tax withholdings

(113

)

Net cash provided by financing activities

687

2,497

Effect of exchange rate changes on cash balances

(40

)

(11

)

Net decrease in cash and cash equivalents

(1,923

)

(3,051

)

Cash and cash equivalents at beginning of period

6,770

9,675

Cash and cash equivalents at end of period

4,847

6,624

- END -

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Document And Entity Information

May 19, 2026

Document Information [Line Items]

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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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

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