Form 8-K

8-K — TRIO-TECH INTERNATIONAL

Accession: 0001437749-26-016916

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0000732026

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — trt20260514_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_963089.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: trt20260514_8k.htm · Sequence: 1

trt20260514_8k.htm

false

0000732026

2026-05-14

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): May 14, 2026

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

1-14523

95-2086631

(Commission File Number)

(IRS Employer Identification No.)

Block 1008 Toa Payoh North, Unit 03-09 Singapore

318996

(Address of Principal Executive Offices)

(Zip Code)

(65) 6265 3300

(Registrant’s Telephone Number, Including Area Code)

(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 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 or to be 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, no par value

TRT

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 (17 CFR 230.405) or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR 240.12b2) 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 Conditions

On May 14, 2026, Trio-Tech International (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “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 that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Trio-Tech International dated May 14, 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.

Date: May 13, 2026

TRIO-TECH INTERNATIONAL

By:

/s/ SRINIVASAN ANITHA

Name: Srinivasan Anitha

Title: Chief Financial Officer

EXIBIT INDEX

Exhibit Number

Description

99.1

Press Release of Trio-Tech International dated May 13, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_963089.htm · Sequence: 2

ex_963089.htm

Exhibit 99.1

TRIO-TECH REPORTS 124% Q3 REVENUE GROWTH, DRIVEN BY STRONG SEMICONDUCTOR RELIABILITY TESTING DEMAND SUPPORTING AI AND AUTOMOTIVE APPLICATIONS

Van Nuys, Calif. – May 14, 2026 – Trio-Tech International (NYSE American: TRT), a comprehensive provider of semiconductor back-end solutions and a global value-added supplier of electronic equipment, today announced financial results for its fiscal third quarter ended March 31, 2026.

The Company reported 124% year-over-year revenue growth, driven primarily by strong demand for semiconductor reliability testing services.

Trio-Tech International Chairman and CEO S.W. Yong’s Comments

Semiconductor Back-End Solutions Driving Growth

“During the third quarter, we delivered strong revenue growth driven primarily by continued demand in our Semiconductor Back-End Solutions segment, including customers developing advanced AI computing and EV automotive-related chips that require high levels of reliability and performance validation. We continue to see solid momentum in semiconductor testing services and equipment, particularly across Asian operations.

“We are encouraged by the significant year-over-year improvement in revenue and profitability year-to-date. We believe Trio-Tech is well-positioned as a key partner for semiconductor reliability and performance validation, particularly for customers in high-growth markets such as AI and EV automotive. In March, we announced approximately $5.3 million in orders for high-performance Burn-In Boards supporting a next-generation AI GPU platform. Since then, we have received an additional $2.5 million in orders, underscoring demand for our burn-in and reliability solutions. Accordingly, we continue to invest in our capabilities and regional footprint to support anticipated growth opportunities in these expanding end markets.

“Our focused approach, combined with expanding testing activity across Southeast Asia, continues to support strong segment performance. With a solid balance sheet, further strengthened by our recently completed equity financing, and with continued operational discipline, we remain focused on executing our strategy and positioning the Company for sustainable growth.”

Fiscal 2026 Third Quarter Financial Results

•

Total revenue: $16.5 million, a 124% increase from $7.4 million in Q3 FY2025.

•

Semiconductor Back-End Solutions: $13.1 million, up 141% from $5.4 million in the prior year quarter, driven by higher testing volumes.

•

Industrial Electronics: $3.4 million, up 76% from $2.0 million, reflecting increasing demand across industrial and commercial applications, including aerospace-related products.

•

Gross margin: $2.6 million, or 16% of revenue, compared to $2.0 million, or 27%, in the prior year period; reflecting a higher mix of lower-margin, high-volume testing services.

•

Operating loss: $81 thousand, compared to an operating loss of $343 thousand in Q3 FY2025.

•

Net loss attributable to common shareholders: $38 thousand, or approximately breakeven per diluted share, compared to a net loss of $495 thousand, or $0.06 per diluted share, in the prior year quarter.

•

Cash, cash equivalents, short-term deposits and restricted cash: $18.3 million as of March 31, 2026, compared with $19.5 million as of June 30, 2025. As announced, following the close of the quarter, the Company raised approximately $10 million in gross proceeds from a registered direct equity offering. Proceeds will be used for working capital and general corporate purposes, including strategic investments to expand capacity and support growth in the AI and automotive markets.

Fiscal 2026 Year-to-Date Financial Results

•

Total revenue: $47.7 million, an 85% increase from $25.8 million in the year ago period.

•

Semiconductor Back-End Solutions: $36.9 million, up 104% from $18.1 million in the prior year period.

•

Industrial Electronics: $10.8 million, up 40% from $7.7 million in the year-ago period.

•

Gross margin: $7.6 million, or 16% of revenue, compared to $6.5 million, or 25%, in the prior year period.

•

Operating income: $62 thousand, compared to an operating loss of $213 thousand a year ago.

•

Net income attributable to common shareholders: $165 thousand, or approximately $0.02 per diluted share, compared to a net loss of $224 thousand, or $0.03 per diluted share, in the prior year period.

Outlook

Trio-Tech expects increased demand for its semiconductor back-end testing services, supported by customer programs for advanced semiconductor devices, including high-performance CPU and GPU computing requirements and EV automotive applications. In response to growing demand from our North American and European semiconductor customers, the Company is expanding its footprint in Malaysia through a newly executed lease for an additional 104,000 square feet in Perai, Penang. This expansion adds significant capacity for AI-related testing services and meets the strong customer demand for our services in Southeast Asia.

The Company also expects higher contributions from its Industrial Electronics segment, driven by demand across industrial, commercial and aerospace applications. Within Industrial Electronics, revenue growth and contribution increased from key components used in third-generation point-of-sale (POS) systems, reflecting the segment’s continued expansion into commercial technology applications.

Trio-Tech remains focused on operational efficiency, disciplined demand-driven capital allocation, and maintaining a strong liquidity position to support long-term growth and profitability.

About Trio-Tech International

Trio-Tech International (NYSE American: TRT) is a California-based company operating in the United States, Singapore, Malaysia, Thailand, and China. Founded in 1958, Trio-Tech is a leading provider of semiconductor testing services, manufacturing solutions, and value-added distribution services. The Company’s diversified business segments include Semiconductor Back-End Solutions and Industrial Electronics.

For more information, visit www.triotech.com and www.universalfareast.com.

Forward-Looking Statements

This press release contains statements that are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and may contain 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, and assumptions regarding future activities and results of operations of the Company. In light of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the following factors, among others, could cause actual results to differ materially from those reflected in any forward looking statements made by or on behalf of the Company: market acceptance of Company products and services; the divestiture of one or more business segments in response to, among other factors, changing business conditions or technologies and volatility in the semiconductor industry, which could affect demand for the Company's products and services; the impact of competition; problems with technology; product development schedules; delivery schedules; changes in military or commercial testing specifications which could affect the market for the Company's products and services; difficulties in profitably integrating acquired businesses, if any, into the Company; risks associated with conducting business internationally and especially in Asia, including currency fluctuations and devaluation, currency restrictions, imposition of tariffs, local laws and restrictions and possible social, political and economic instability; changes in U.S. and global financial and equity markets, including market disruptions and significant interest rate fluctuations; trade tension between U.S. and China and other economic, financial and regulatory factors beyond the Company's control. Other than statements of historical fact, all statements made in this release are forward looking, including, but not limited to, statements regarding industry prospects, future results of operations or financial position, and statements of our intent, belief and current expectations about our strategic direction, prospective and future financial results and condition. In some cases, you can identify forward looking statements by the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential," "believes," "can impact," "continue," or the negative thereof or other comparable terminology. Forward looking statements involve risks and uncertainties that are inherently difficult to predict, which could cause actual outcomes and results to differ materially from our expectations, forecasts and assumptions. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

For inquiries, please contact:

PondelWilkinson Inc.

Todd Kehrli or Jim Byers

tkehrli@pondel.com | jbyers@pondel.com

Tables to Follow

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)

March 31,

June 30,

2026

2025

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

12,970

10,890

Short-term deposits

2,558

5,817

Trade accounts receivable, less allowance for expected credit losses of $151 and $35, respectively

13,386

10,804

Other receivables

511

608

Inventories, less provision for obsolete inventories of $824 and $851, respectively

2,472

2,262

Prepaid expense and other current assets

555

384

Restricted term deposits

821

816

Total current assets

33,273

31,581

NON-CURRENT ASSETS:

Deferred tax assets

Investment properties, net

305

345

Property, plant and equipment, net

5,994

6,021

Operating lease right-of-use assets

2,870

864

Other assets

244

231

Restricted term deposits

1,939

1,935

Total non-current assets

11,442

9,487

TOTAL ASSETS

44,715

41,068

LIABILITIES

CURRENT LIABILITIES:

Lines of credit

141

Accounts payable

5,698

1,896

Accrued expense

2,884

3,036

Contract liabilities

250

Income taxes payable

154

122

Current portion of bank loans payable

260

256

Current portion of finance leases

Current portion of operating leases

766

540

Total current liabilities

9,855

6,284

NON-CURRENT LIABILITIES:

Bank loans payable, net of current portion

255

428

Operating leases, net of current portion

2,104

324

Deferred tax liabilities

Other non-current liabilities

Total non-current liabilities

2,396

793

TOTAL LIABILITIES

12,251

7,077

EQUITY

TRIO-TECH INTERNATIONAL SHAREHOLDERS’ EQUITY:

Common stock, no par value, with 15,000,000 shares authorized; 8,962,909 and 8,625,610 shares issued as of March 31, 2026 and June 30, 2025, respectively; and 8,960,166 and 8,625,460 shares outstanding as of those dates, respectively.

14,378

13,490

Paid-in capital

6,372

5,979

Treasury stock, at cost

(12

)

Accumulated retained earnings

11,030

12,037

Accumulated other comprehensive income-translation adjustments

2,557

2,522

Total Trio-Tech International shareholders’ equity

34,325

34,028

Non-controlling interest

(1,861

)

(37

)

TOTAL EQUITY

32,464

33,991

TOTAL LIABILITIES AND EQUITY

44,715

41,068

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Revenue

Semiconductor Back-end Solutions

13,079

5,425

36,888

18,113

Industrial Electronics

3,426

1,950

10,762

7,665

Others

16,511

7,384

47,674

25,802

Cost of Sales

13,957

5,408

40,036

19,286

Gross Margin

2,554

1,976

7,638

6,516

Operating Expense:

General and administrative

2,273

2,067

6,644

5,996

Selling

263

216

633

542

Research and development

299

292

Gain on disposal of property, plant and equipment

(54

)

(101

)

Total operating expense

2,635

2,319

7,576

6,729

(Loss) / Income from Operations

(81

)

(343

)

(213

)

Other Income / (Expense)

Interest expense

(11

)

(10

)

(41

)

(36

)

Other income / (expense), net

188

(144

)

610

177

Government grant

Total other income / (expense)

188

(132

)

584

234

Income / (Loss) from Continuing Operations before Income Taxes

107

(475

)

646

Income Tax Expense

(146

)

(287

)

(196

)

(Loss) / income from Continuing Operations before Non-controlling Interest, Net of Taxes

(39

)

(481

)

359

(175

)

Discontinued Operations

Income from discontinued operations, net of tax

Net (Loss) / Income

(37

)

(476

)

419

(170

)

Less: Net income attributable to non-controlling interest

254

Net (Loss) / Income Attributable to Common Shareholders

(38

)

(495

)

165

(224

)

Amounts Attributable to Common Shareholders:

(Loss) / Income from continuing operations, net of tax

(39

)

(498

)

132

(227

)

Income from discontinued operations, net of tax

Net (Loss) / Income Attributable to Common Shareholders

(38

)

(495

)

165

(224

)

Basic (Loss) / Earnings per Share:

Basic (loss) / earnings per share from continuing operations

(0.00

)

(0.06

)

0.02

(0.03

)

Basic earnings from discontinued operations

Basic (Loss) / Earnings per Share from Net Income

(0.00

)

(0.06

)

0.02

(0.03

)

Diluted (Loss) / Earnings per Share:

Diluted (loss) / earnings per share from continuing operations

(0.00

)

(0.06

)

0.02

(0.03

)

Diluted earnings per share from discontinued operations

Diluted (Loss) / Earnings per Share from Net Income

(0.00

)

(0.06

)

0.02

(0.03

)

Weighted Average Number of Common Shares Outstanding (1)

Basic

8,840

8,545

8,721

8,516

Dilutive effect of stock options

908

206

554

226

Number of Shares Used to Compute Earnings Per Share Diluted

9,748

8,751

9,275

8,742

(1)

On January 5, 2026, the Company effected a two-for-one forward stock split of the Company's issued Common Stock. All share and per-share amounts included in the accompanying condensed consolidated financial statements have been retrospectively adjusted to reflect the stock split.

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Comprehensive (Loss)/income Attributable to Common Shareholders:

Net (loss)/Income

(37

)

(476

)

419

(170

)

Foreign currency translation, net of tax

(21

)

522

374

742

Comprehensive (Loss) / Income

(58

)

793

572

Less: comprehensive income attributable to non-controlling interest

294

163

Comprehensive (Loss) / Income Attributable to Common Shareholders

(60

)

499

409

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Document And Entity Information

May 14, 2026

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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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.

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

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-Name Securities Act

-Number 230

-Section 425

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