Form 8-K

8-K — FLEXIBLE SOLUTIONS INTERNATIONAL INC

Accession: 0001493152-26-024160

Filed: 2026-05-18

Period: 2026-05-15

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

2026-05-15

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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): May 15,

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

incorporation)

(Commission

File

No.)

(Employer

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

May 15, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026.

May 18, 2026 the Company held a conference call to discuss its financial results for the quarter ended March 31, 2026, as well as other

information regarding the Company.

Item

9.01 Exhibits

Exhibit Number

Description

of Document

99.1

May 15, 2026 Press Release

99.2

Text of remarks by Dan O’Brien – May 18, 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: May 18, 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

May 15, 2026

FSI ANNOUNCES FIRST QUARTER,

2026 FINANCIAL RESULTS

Conference call is scheduled for Monday, May 18, 2026 11:00am Eastern Time

See dial in

number below

TABER, ALBERTA, May 15, 2026 – FLEXIBLE SOLUTIONS

INTERNATIONAL, INC. (NYSE Amex: 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. FSI is also increasing its presense in the food and nutrition supplement manufacturing

markets. Today the Company announces financial results for first quarter ended March 31, 2026.

Mr. Daniel B. O’Brien, CEO, states, “The

quarter was better than the year earlier – even while still carrying significant expansion costs to earn the large new contracts

from 2025 and the new factory in Panama.” Mr. O’Brien continues, “The production line for the January 2025 contract

is running and output is increasing steadily. We expect new revenue to be evident in our Q2 results.”

●

Sales for the first quarter (Q1) were $8,296,997 up approximately 11% when compared to sales of $7,473,692 in the corresponding period a year ago.

●

Q1, 2026 net loss was ($241,420), or ($0.02) compared to a net loss of ($277,734), or ($0.02) per share, in Q1, 2025.

●

Basic weighted average shares used in computing earnings per share amounts were 12,735,609 and 12,587,476 for Q1, 2026 and Q1, 2025 respectively.

●

Q1, 2026 Non-GAAP operating cash flow: The Company shows 3 months operating cash flow of $575,240, or $0.05 per share. This compares with operating cash flow of $480,268, or $0.04 per share, in the corresponding 3 months of 2025 (see the table and notes that follow 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

A conference call has been scheduled

for 11:00 am Eastern Time, 8:00 am Pacific Time, on Monday May 18th, 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 – First Quarter, 2026 Financials may be requested

The above information and following table contain

supplemental information regarding income and cash flow from operations for the period ended March 31, 2026. 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 Three

Months Ended March 31, 2026 and 2025

(three Months

Operating Cash Flow - Unaudited)

THREE MONTHS ENDED MARCH 31

2026

2025

Revenue

$ 8,296,997

$ 7,473,692

Income (loss) before income tax – GAAP

$ (236,676 )

$ (153,678 )

Provision for Income tax – net - GAAP

$ (46,681 )

$ (110,363 )

Net income (loss) - GAAP

$ (241,420 )

$ (277,734 )

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

$ (0.02 )

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

12,735,609

12,587,476

3 month Operating Cash Flow

Ended March 31

Operating Cash Flow (3 months). NON-GAAP

$ 575,240 a,b,c

$ 480,268 a,b,c

Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. -NON-GAAP

$ 0.05 a,b,c

$ 0.04

a,b,c

Non-cash Adjustments (3 month) -GAAP

$ 619,268 d

$ 563,118 d

Shares (3 month basic weighted average) used in computing per share amounts – basic -GAAP

12,735,609

12,587,476

Notes: certain items not related to

“operations” of the Company’s net income are listed below.

Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest in ENP for 2023 only. After 2023 the entry in the “Statement of operations and comprehensive income” is a pretax number therefore no adjustment is required.

Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2026 = $619,268, 2025 = $563,118), Interest expense (2026 = $134,069, 2025 = $198,019), Interest income (2026 = $37,446, 2025 = $49,573), (Loss) income on investment (2026 = ($54,088), 2025 = $63,925), Income tax expense (2026 = $46,681, 2025 = $110,363), and Net loss (income) attributable to non-controlling interests (2026 = $41,937, 2025 = ($13,693)). These onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments.

The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company only purchased 50% of the LLC. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains and losses from all investments (2026 = ($54,088), 2025 = $63,925), 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

If 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

To 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

Q1 2026 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 First Quarter

2026.

To begin, I will review our Company condition and

our product lines, along with what we think might occur in Q2 and Q3 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 nutraceuticals 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 will 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. 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.

In August 2025, 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.

This 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.

In January 2025, we announced another, larger, food

grade contract. Actual production at small volume started several weeks ago and will be increased weekly until full production is achieved.

Significant revenue from this contract may be visible in our Q2 financials and will increase rapidly in Q3 and Q4.

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.

We would also like to be clear regarding margins in

the food division. In order to obtain such large contracts 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 profitable 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.

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 in Q1 and expect 2026 to be another

difficult year.

The Florida LLC investment: The LLC had a small

loss in Q1 2026. The Company is focused on international agriculture sales into multiple countries. It faces the same issues I noted regarding

our internal agricultural sales.

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.

Moving 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 quarter increased by 11% compared

with Q1 2025; $8.30 MM vs $7.47 MM.

Profits: 2026 recorded a loss of $241 thousand

or 2 cents per share compared to a loss of $278 thousand or 2 cents per share in 2025.

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 continued in Q1 2026 in Panama and for

food products in IL but at much lower levels. We anticipate some profits in Q2 2026 followed by rapidly increasing profits in the second

half of the year.

Operating Cash Flow: This non-GAAP number is

useful to show our progress especially with non-cash items removed for clarity. For Q1 2026, it was $575 thousand or 5 cents per share,

up from $480 thousand or 4 cents per share in 2025. Cash flow has been impacted by the same costs as noted for profits and is expected

to rebound in Q2 and the remainder of 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 small 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 Tuesday May 19th. Email copies can be requested from Jason Bloom at Jason@flexiblesolutions.com.

Thank you, the floor is open for questions.

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May 15, 2026

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SOLUTIONS INTERNATIONAL INC.

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-Number 230

-Section 425

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