Form 8-K - Groowe Newsroom

8-K — FLEXIBLE SOLUTIONS INTERNATIONAL INC

Accession: 0001493152-26-018034

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0001069394

SIC: 2890 (MISCELLANEOUS CHEMICAL PRODUCTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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0001069394

2026-04-17

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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): April 17, 2026

FLEXIBLE

SOLUTIONS INTERNATIONAL INC.

(Exact

name of Registrant as specified in its charter)

Alberta, Canada

Alberta

001-31540

71-1630889

(State or other jurisdiction

(Commission

(Employer

of incorporation)

File No.)

Identification No.)

6001

54 Ave.

Taber,

Alberta,

Canada T1G

1X4

(Address

of principal executive offices, including Zip Code)

Registrant’s

telephone number, including area code: (250) 477-9969

N/A

(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 obligations 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-14(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 exchange on which registered

Common

Stock

FSI

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-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

8.01 Other Events

April 15, 2026, the Company issued a press release announcing its financial results for the year ended December 31, 2025.

April 17, 2026 the Company held a conference call to discuss its financial results for the year ended December 31, 2025, as well as other

information regarding the Company.

Item

9.01 Exhibits

Exhibit

Number

Description

of Document

99.1

April 15, 2026 Press Release

99.2

Text of remarks by Dan O’Brien – April 17, 2026 conference call

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.

Date: April 17, 2026

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

By:

/s/ Daniel B. O’Brien

Daniel B. O’Brien, President and Chief Executive

Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

EXHIBIT

99.1

NEWS

RELEASE

April

15, 2026

FSI

ANNOUNCES FULL YEAR, 2025 FINANCIAL RESULTS

Conference call is scheduled for 8:00 am April 17, 2026, 11:00am Eastern Time

See

dial in number below

TABER,

ALBERTA, April 15, 2026 – FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE-AMERICAN: FSI), is the developer and manufacturer of

biodegradable polymers for oil extraction, detergent ingredients and water treatment as well as crop nutrient availability chemistry.

Flexible Solutions also manufactures biodegradable and environmentally safe water and energy conservation technologies. In addition,

FSI is increasing its presense in the food and nutrition supplement manufacturing markets. Today the Company announces financial results

for full year ended December 31, 2025.

Mr.

Daniel B. O’Brien, CEO, states, “In 2025 we completely refurbished our Illinois factory to facilitate production of our two

new major food grade contracts. We accomplished this while maintaining revenue and remaining profitable.” In addition, we completed

our new international agriculture and industrial product factory in Panama which will allow Illinois the space to focus on growth in

the food space.” Mr. O’Brien continues, “I can’t compliment the FSI group employees highly enough; to achieve

what they have in the last 15 months without needing equity or debt capital and staying profitable is amazing. Congratulations everyone.”

●

Sales for the

Full Year were $38,515,058 compared to sales of $38,234,860 in the corresponding period a year ago.

●

Full Year, 2025 net income

was $786,894, or $0.06 per share, compared to a net income of $3,038,529, or $0.24 per share, in Full Year, 2024.

●

Basic weighted average

shares used in computing earnings per share amounts were 12,648,728 and 12,454,957 for full year, 2025 and full year, 2024 respectively.

●

2025 Non-GAAP operating

cash flow: The Company shows 12 months operating cash flow of $5,541,108, or $0.44 per share. This compares with operating cash flow

of $7,082,952, or $0.57 per share, in the corresponding 12 months of 2024 (see the table that follows for details of these calculations).

The

NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities

continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales

in these divisions. More recently, opportunities in the food and nutrition supplement manufacturing markets have emerged.

Conference

call

Due

to business travel obligations a conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on

April 17, 2026. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this

call please dial 1-888-999-5318 (or 1-848-280-6460) just prior to the scheduled call time. To join the call participants will be requested

to give their name and company affiliation. The conference ID: SOLUTIONS and/or call title Flexible Solutions

International - Full Year 2025 Financials may be requested

Note:

The above information and following table contain supplemental information regarding income and cash flow from operations for the period

ended December 31, 2025. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information

is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.

The

reconciliation of each Non-GAAP financial measure is as follows:

FLEXIBLE

SOLUTIONS INTERNATIONAL, INC.

Consolidated

Statement of Operations

For

Full Year Ended December 31 (12 Months Operating Cash Flow)

(Unaudited)

12 months ended December 31

2025

2024

Revenue

$ 38,515,058

$ 38,234,860

Income (loss) before income tax – GAAP

$ 3,267,378

$ 4,952,800

Provision for Income tax(recovery) – net - GAAP

$ 899,583

$ 851,211

Net income (loss) - GAAP

$ 786,894

$ 3,038,529

Net income (loss) per common share – basic. – GAAP

$ 0.06

$ 0.24

12 month weighted average shares used in computing per share amounts – basic.- GAAP

12,648,728

12,454,957

12 month Operating Cash Flow

Ended December 31

Operating Cash Flow (12 months). NON-GAAP

$ 5,541,108 a,b,c

$ 7,082,952 a,b,c

Operating Cash Flow per share excluding non-operating items and items not related to current operations (12 months) – basic. -NON-GAAP

$ 0.44 a,b,c

$ 0.57 a,b,c

Non-cash Adjustments (12 month) -GAAP

$ 2,581,635 d

$ 2,630,606 d

Shares (12 month basic weighted average) used in computing per share amounts – basic -GAAP

12,648,728

12,454,957

Notes:

certain items not related to “operations” of the Company’s net income are listed below.

Non-GAAP – Flexible Solutions International owns 65% of ENP and 80% of 317 Mendota. Therefore Operating Cash Flow is adjusted by

the pre tax Net income or loss of the non-controlling interest(minority interest) in both entities. A pretax minority interest number

now appears in the financials for full year 2023 and future years.

Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2025 = $2,520,955, 2024

= $2,630,606), Interest expense (2025 = 613,852, 2024 = $610,265), Interest income (2025 = $150,233, 2024 = $196,454), Income from investment

(2025 = $129,943, 2024 = $245,631), Loss on sale of investment (2025 = N/A, 2024 = $353,076), Loss on impaired investment (2025 = $1,000,000,

2024 = N/A), Loss on lease termination (2025 = N/A, 2024 = $41,350), Deferred income tax expense (2025 = $155,399, 2024 = $146,767),

Current Income tax expense (2025 = $744,184, 2024 = $704,444), and pretax Net income attributable to non-controlling interests (2025

= $1,580,901, 2024 = $1,063,060) are removed to arrive at Operating Cash Flow. These expenditures are not directly related to operations

of FSI. *See the financial statements for all adjustments.

The revenue and gain from the investment (“Income from investments”) in the private Florida LLC announced in January 2019

are not treated as revenue or profit from operations by Flexible Solutions. The profit is treated as investment income and therefore

occurs below Operating income in the Statement of Operations. As a result, the gains from all investments (2025 = $129,943, 2024 = $245,631),

including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow.

Non-GAAP – amounts represent depreciation and stock compensation expense.

Safe

Harbor Provision

The

Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the

statements contained herein, which are not historical facts, are forward looking statement with respect to events, the occurrence of

which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various

factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s

reports filed with the Securities and Exchange Commission.

Flexible

Solutions International

6001

54th Ave, Taber, Alberta, CANADA T1G 1X4

Company

Contacts

Jason

Bloom

Toll

Free: 800 661 3560

Fax:

403 223 2905

E-mail:

info@flexiblesolutions.com

you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com

find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.

EX-99.2

Filename: ex99-2.htm · Sequence: 3

EXHIBIT

99.2

2025 Speech

Good

morning. I’m Dan O’Brien, CEO of Flexible Solutions.

Safe

Harbor provision:

The

Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the

statements contained herein, which are not historical facts, are forward looking statements with respect to events, the occurrence of

which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various

factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s

reports filed with the Securities and Exchange Commission.

Welcome

to the FSI conference call for Full Year 2025.

would like to discuss our Company condition and our product lines first along with what we think might occur in Q1 and Q2 2026. I will

comment on our financials in the second part of the speech.

NanoChem

division: NCS represents the majority of FSI’s revenue. In 2022, NCS started food grade operations. By the end of 2026, we

expect that NCS will be 100% focused on food grade products. Growth in the NCS division will be in food and nutriceuticals only.

Panama

Division:

This

division makes thermal poly-aspartic acid, called TPA for short, a biodegradable polymer with many valuable uses. Panama also manufactures

SUN 27™ and N Savr 30™ which are used to reduce nitrogen fertilizer loss from soil. Panama is taking over production of all

the legacy industrial and agriculture products historically made by NCS. This is a step-by-step process that is intended to be complete

by the end of 2026.

TPA

is used in agriculture to significantly increase crop yield. TPA is a biodegradable way of treating oilfield water for scale prevention.

It is also sold as a biodegradable ingredient in cleaning products, and as a water treatment chemical.

Nearly

all of our product for international sales will be made in Panama using raw materials sourced without the US tariffs. There will also

be shipping advantages; the new plant is 30 minutes from the port. Inbound raw materials and outbound finished goods will not have to

be shipped across the US, to and from IL, for our international customers. Delivery times will be shortened by many days.

Reduced

shipping times and no exposure to US tariffs on international sales could allow us to increase sales to existing customers and obtain

new customers over the next 2 years. We are already engaging with potential new customers.

NCS

Food products: Our IL plant is FDA and SQF certified. We have commercialized two food products. The first was our wine additive,

based on polyaspartates, that was developed in house.

Last

August we announced our second major food grade contract of 2025, our third overall. As noted in the news release, it is a 5-year contract

with protection from tariffs and inflation. It has a minimum revenue of 6.5 MM per year and a maximum, if the customer requests it, of

greater than $25 MM per year.

The

August contract has reached full production, is running 24 hours per day and is now our second food grade product after the wine product.

We are reviewing methods of increasing production quickly if the customer requests it.

Production

will utilize equipment we have been buying and installing over the last 2 years but had no customer for. Therefore, very little CAPEX

will be needed to reach $13 - $15 MM per year in sales and mild CAPEX in the 2-3 million range to reach $25 million.

January 2025, we announced another, larger, food grade contract. Actual production at small volume started this week and will be increased

weekly until full production is achieved. Significant revenue from this contract may be visible in our Q2 financials.

Growing

these two food contracts to the estimated maximum revenues of greater than $50 million per year is our critical goal for the next 4 -

6 quarters. We hope to execute this to the customers’ absolute satisfaction and obtain all their business before taking on additional

major projects.

This

does not mean that we are not looking for more customers. We are already doing R&D work in certain areas. However, it does mean that

several quarters are likely to elapse before other major customers are announced.

would also like to be clear regarding margins in the food division. In order to obtain such large contracts from a very low base and

in order to negotiate tariff and inflation protection clauses, we have lower margins than we prefer. We hope to be in the 22-25% range

before tax. Future customers will be selected in order to increase our average margins now that we have a strong base in place.

ENP

Division: ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets. ENP grew

in 2025 and growth is expected again in 2026. Q1 is the weakest quarter for this division followed by Q2. Growth is usually concentrated

in the second half of the year.

The

Florida LLC investment: The LLC had a small profit for the 2025 year. The Company is focused on international agriculture sales into

multiple countries. Its management has advised us that they estimate a return to growth in 2026 which should translate into increased

revenue for FSI. International agriculture markets, like the US market, are stressed so we expect the growth rate to be low.

Agricultural

products in the US remain under extreme pressure; crop prices are still not increasing at the rate of inflation and extreme uncertainty

is present due to tariff changes, energy costs and fertilizer scarcity. Growers are facing a conflict between rising costs and low crop

prices, aggravated by political actions and war. In some cases, sales are lost for the whole season. As a result, we saw weakness throughout

2025 and expect 2026 to be another difficult year.

Tariffs:

The current tariff on all our imports of raw materials from China into the US is between 15% and 58.5% depending on the material. We

will be very careful not to import materials unless destined for US customers who are guaranteed to purchase from us and are aware that

the tariffs will be added to their invoices. We did not manage our transition to Panama perfectly and had to import some raw materials

into the US in the second half of 2025. Some of this tariff cost will be passed to customers, some will qualify for the rebate program

and some reduced our 2025 margins.

Moving

most agriculture and polymer production to Panama has freed space at the IL plant so that food grade production in the US can be optimized

and expanded substantially as more US customers are found.

Shipping

and Inventory: Shipping prices are not stable. Shipping times are longer than usual on the routes we use. These issues are caused

by the Iran war and are expected to subside if the war does.

Raw

material prices are unstable and increasing to account for the oil prices caused by the Iran war. We have significant inventory of most

raw materials but estimate that we will have to raise prices to our customers in third quarter unless there is a significant reduction

in the price of oil that reduces our raw material costs.

Highlights

of the financial results:

Sales

for the year were unchanged compared with 2024; $38.51 MM vs $38.23 MM.

Profits:

2025 recorded a gain of $787 thousand or 6 cents per share compared to a gain of $3.04 million or 24 cents per share in 2024.

Many

costs incurred to prepare for the potential new revenue from the food grade contracts announced in January and August negatively affected

2025 profits because they were expensed as they occurred. Substantial costs for the Panama factory were also expensed quarter by quarter.

This will continue in first half 2026 for Panama and for food products in IL but at much lower levels. We anticipate some profits in

Q1 and Q2 2026 followed by rapidly increasing profits in the second half of the year.

have done our best to maintain profitability as we built the new factory and repurposed the existing one for the new revenue streams

in food products. For 2025, we achieved these goals. We did so while reducing net debt and avoiding any equity financing. This should

be considered very significant to shareholder value.

Operating

Cash Flow: This non-GAAP number is useful to show our progress especially with non-cash items removed for clarity. For 2025, it was

$5.54 million or 44 cents per share, down from $7.08 million or 57 cents per share in 2024. Cash flow has been reduced by the same costs

as noted for profits and is expected to rebound in 2026.

Long-term

debt: We continue to pay down our long-term debt according to the terms of the loans. The loan we used to buy our ENP division was

paid in full in June 2025. Our three-year note for equipment was fully paid in December 2025. This has freed up over $2 million in cash

flow per year for other purposes. Only one small term loan and the mortgage on our IL factory remain.

Working

capital is adequate for all our purposes. We have lines of credit with Stock Yards Bank for the ENP and NCS subsidiaries. We are

confident that we can execute our plans with our existing capital and without resorting to any equity actions.

The

text of this speech will be available as an 8K filing on www.sec.gov by Monday April 20th. Email copies can be requested

from Jason Bloom at Jason@flexiblesolutions.com. Thank you, the floor is open for questions.

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Apr. 17, 2026

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dei:edgarExchangeCodeItemType

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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

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dei_

Data Type:

xbrli:booleanItemType

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duration