STOCK TITAN

T3 Defense (NASDAQ: DFNS) sets $26M 2026 revenue with $12.1M backlog

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.

The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.

Positive

  • None.

Negative

  • None.

Insights

T3 Defense posts early revenue, backlog and 2026 outlook, signaling an emerging scale path.

T3 Defense is transitioning into a defense-focused holding company and has disclosed preliminary Q1 2026 figures instead of waiting for full financials. Subsidiaries generated $4.2 million in revenue across several defense technology niches, giving investors a first view of the combined platform’s scale.

The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, alongside a reported backlog of $12.1 million and recent RFPs totaling $12.0 million. These metrics, while unaudited and preliminary, outline near-term revenue visibility and demand indicators tied to increased geopolitical tensions and defense spending.

Actual performance will depend on converting the $12.1 million backlog and part of the $12.0 million in RFPs into revenue over 2026, as well as integrating acquired businesses effectively. The company plans to release full Q1 2026 financial results on or about May 14, 2026, which will provide a more detailed profitability and cash-flow picture.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 preliminary revenue $4.2 million Generated by operating subsidiaries in Q1 2026
Full-year 2026 revenue guidance $26 million Reaffirmed consolidated revenue projection for 2026
Consolidated backlog $12.1 million Backlog reported alongside Q1 2026 metrics
Recent RFP volume $12.0 million Requests for proposals received over recent months
Planned Q1 2026 results date on or about May 14, 2026 Expected date for full Q1 2026 financial release
backlog financial
"The Company’s consolidated backlog has grown to $12.1 million, providing solid near-term revenue visibility."
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
requests for proposals (RFPs) financial
"the Company has received $12.0 million in RFPs over the past several months"
defense-focused holding company financial
"its first reporting quarter as a defense-focused holding company"
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
unaudited and preliminary financial
"All numbers reported in this news release are unaudited and preliminary."
mission-critical defense businesses financial
"a holding company that acquires and operates mission-critical defense businesses"
Revenue $4.2 million
Backlog $12.1 million
Recent RFPs $12.0 million
Guidance

Full-year 2026 consolidated revenue projected at $26 million.

false 0001787518 0001787518 2026-04-15 2026-04-15 0001787518 DFNS:CommonStock0.0001ParValuePerShareMember 2026-04-15 2026-04-15 0001787518 DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember 2026-04-15 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 15, 2026

 

T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-39341   38-3912845
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification Number)

 

575 Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

 

212-791-4663

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 to 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))

 

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, $0.0001 par value per share   DFNS   The Nasdaq Stock Market LLC
         
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share   DFNSW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 Operation and Financial Condition

 

On April 15, 2026, T3 Defense Inc. issued a press release announcing the results of operations for the quarter ended March 31, 2026 as well as the amounts of backlog and other information. A copy of the press release is attached hereto as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 and in the attached Exhibit 99.1 shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated April 15, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

       

1

 

 

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.

 

  T3 DEFENSE INC.
     
Date: April 15, 2026 By: /s/ Menachem Shalom
  Name:  Menachem Shalom
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

T3 Defense Announces Unaudited Preliminary Key Financial and Operational
Metrics for Q1 2026, Its First Reporting Quarter as a Defense-Focused Holding Company

 

Expects Q1 2026 Revenue to be Approximately $4.2 Million

 

Ended Q1 2026 with a Backlog of Over $12.0 Million

 

Reafirms Full Year 2026 Revenue Guidance of $26 Million

 

Heightened Demand for Defense Drove Strong RFP Activity Across all Subsidiaries

 

New York, NY and Netanya, Israel – April 15, 2026 - T3 Defense Inc. (Nasdaq: DFNS) (“T3 Defense” or the “Company”), a holding company that acquires and operates mission-critical defense businesses, today announces key financial and operational metrics for the first quarter (“Q1”) of 2026 and updates its full-year revenue outlook.

 

All numbers reported in this news release are unaudited and preliminary. The Company expects to announce its full financial results for Q1 2026 on or about May 14, 2026.

 

Key Financial and Operational Highlights

 

Expects Q1 2026 consolidated revenue to be approximately $4.2 million, generated by defense-related orders across all subsidiaries.

 

Reafirms full-year 2026 revenue guidance of $26 million, reflecting expectations for strong organic growth and operational momentum.

 

Strong backlog of $12.1 million as of March 31, 2026, across all subsidiaries, providing solid revenue visibility for the remainder of 2026.

 

Incoming Requests for Proposals (RFPs) across all subsidiaries reaches $12.0 million, driven by escalating global defense spending and heightened geopolitical tension.

 

Q1 2026 Marks a Landmark Quarter as T3 Defense Begins Operating as a Defense-Focused Holding Company

 

T3 Defense’s Q1 2026 results mark the Company’s first full operating quarter as a defense-focused holding company, following the successful completion of several strategic acquisitions, the establishment of multiple key partnership agreements, and significant capital investments to expand its operational footprint. These initiatives have strengthened the Company’s position across critical segments of the defense sector, enhanced its technological capabilities, and accelerated integration across its portfolio of businesses.

 

During the quarter, T3 Defense focused on aligning its newly acquired entities under a unified strategic vision, streamlining operations, and leveraging synergies to drive efficiency and scalability. The Company also advanced its relationships with government and commercial partners, positioning itself to capture emerging opportunities in defense modernization, advanced systems development, and mission-critical support services.

 

 

 

As a result, Q1 2026 represents a foundational period of transformation, setting the stage for sustained growth, improved margins, and long-term value creation for shareholders.

 

T3 Defense’s operating subsidiaries, spanning anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems, collectively generated $4.2 million in revenue during the quarter, establishing a strong operational baseline as the Company enters its next phase of growth.

 

REAFIRMS Full-Year 2026 Revenue Guidance

 

Building on the first quarter momentum, T3 Defense projects full-year 2026 consolidated revenue of $26 million. This outlook reflects the Company’s expanding contract base, increasing production cadence, and deepening engagement with defense agencies and prime contractors across both the U.S. and Israel. Management believes the revenue trajectory from the first quarter through year-end demonstrates the scalability of its operating platform and the growing earnings potential of T3 Defense’s diversified portfolio. Together, these trends reinforce confidence in the Company’s ability to execute on its strategic priorities and deliver sustained, long-term growth.

 

Backlog of Over $12.1 Million Underpins Revenue Visibility

 

The Company’s consolidated backlog has grown to $12.1 million, providing solid near-term revenue visibility. This increase reflects new contract awards, broadened scopes on existing programs, and the successful integration of recently acquired subsidiaries into T3 Defense’s centralized business development infrastructure. The Company expects continued backlog growth throughout 2026 as additional contracts currently in advanced negotiation are formalized.

 

Robust RFP Pipeline Driven by Global Defense Demand

 

In addition, the Company has received $12.0 million in RFPs over the past several months, reflecting the direct commercial impact of heightened geopolitical tensions and accelerating global defense spending.

 

Menny Shalom, CEO of T3 Defense noted, “Q1 2026 was a defining quarter for T3 Defense, as it represents our first true operating quarter as a defense company. During the quarter, our vision of building a diversified, revenue-generating defense technology holding company became a reality. With $4.2 million in revenue, a backlog of $12.1 million, and a $26 million full-year revenue projection, we are demonstrating meaningful progress in executing our strategy and delivering on our commitments to shareholders.”

 

“Demand across the defense sector has never been stronger. Escalating global geopolitical tensions have created an unprecedented demand environment for defense technologies, and we are seeing a significant surge in RFP activity across all our subsidiaries. From tactical power systems supporting deployed forces, to counter-drone solutions protecting critical infrastructure, to advanced navigation platforms and missile defense components, each of our businesses is well positioned to benefit from the accelerating global rearmament cycle. We believe this dynamic represents a multi-year structural tailwind and expect continued conversion of this pipeline into long-term contracts that will support sustained growth well beyond 2026.”

 

Operating Subsidiary Highlights

 

B. Rimon (T3 Defense wholly owned subsidiary)

 

Rimon, an exclusive distributor and manufacturer of components for priority missile defense programs, including the Iron Dome, is experiencing increased engagement from both existing and new customers seeking reliable, high-quality manufacturing partners capable of meeting stringent performance and delivery requirements, further reinforcing its position as a trusted supplier within the defense ecosystem.

 

During Q1 2026, Rimon secured approximately $4.1 million in new multi-year contracts to support Israel’s national missile defense and homeland security architecture and has a backlog of $4.8 million.

 

2

 

 

Tiltan Software Engineering (T3 Defense wholly owned subsidiary)

 

Tiltan, a 30-year-old defense technology firm specializing in AI-driven simulation, synthetic data generation, and GPS-denied navigation systems is actively bidding on several significant projects with Tier-1 defense companies in Israel. Demand for Tiltan’s capabilities is being driven by the growing operational need for training environments and navigation solutions that function in GPS-contested theaters.

 

During Q1 2026, Tilan received RFPs totaling $5.4 million.

 

Nimbus Drones Technologies (T3 Defense wholly owned subsidiary)

 

Nimbus, a designer and manufacturer of fully customized unmanned aerial systems for professional applications in critical industries and services, has seen accelerating demand for its advanced drone platforms across defense and homeland security markets, driven by growing requirements for ISR (intelligence, surveillance, and reconnaissance), force protection, and rapid-response capabilities. Customer activity has increased materially, with a focus on proven, field-ready systems and scalable deployment.

 

ITS (Industrial Techno-Logic Solutions) (T3 Defense holds 51% controlling stake)

 

ITS, a provider of advanced electro-mechanical manufacturing capabilities serving land, air, and naval defense platforms, is experiencing demand from government and commercial customers seeking reliable, scalable, and secure technology platforms.

 

ITS has a backlog of $2.1 million.

 

Positech (T3 Defense wholly owned subsidiary)

 

Positech, a developer of precision motion-control and stabilization systems integrated into radars, sensors, and mission payloads, recently established Robolynx Ltd., a new subsidiary targeting the growing demand for robotic solutions and remotely driven vehicles on the modern battlefield.

 

Positech has a backlog of $4.6 million and significant RFPs for its robotics products.

 

3

 

 

About T3 Defense Inc.

 

T3 Defense Inc. (NASDAQ: DFNS), is a holding company that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with strong customer relationships and solid order backlogs, often capacity-and resource-constrained and specialized areas such as drones and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential defense capabilities and build long-term value.

 

Forward-Looking Statements

 

This press release contains 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. These statements include, but are not limited to, statements regarding projected revenue, backlog conversion expectations, anticipated demand for the Company’s products and services, and the expected impact of geopolitical developments on the Company’s business. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, including risks related to the Company’s ability to integrate acquired businesses, retain key customers, manage supply chain constraints, and maintain adequate funding for operations. Readers are encouraged to review the Risk Factors contained in the Annual Report for the year ended December 31, 2025 filed with the Securities and Exchange Commission and the Company’s other filings with the Securities and Exchange Commission for a discussion of these and other risk factors. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

Investor Relations Contacts:

 

T3 Defense Inc.

575 5th Avenue
New York, NY 10017

contact@t3dfns.com

www.t3dfns.com

 

The Equity Group Inc.

Lena Cati

lcati@equityny.com

+1 (212) 836-9611

 

Val Ferraro

vferraro@theequitygroup.com

+1 (212) 836-9633

 

4

 

FAQ

What revenue did T3 Defense (DFNS) report for Q1 2026?

T3 Defense reported unaudited preliminary Q1 2026 revenue of $4.2 million from its operating subsidiaries. These businesses span anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems, establishing an initial operating baseline for the new holding company structure.

What is T3 Defense’s full-year 2026 revenue outlook?

T3 Defense reaffirmed projected consolidated revenue of $26 million for full-year 2026. This outlook reflects its expanding contract base, increasing production cadence, and growing engagement with defense agencies and prime contractors across the U.S. and Israel as the company scales its defense-focused platform.

How large is T3 Defense’s reported backlog as of Q1 2026?

T3 Defense reported a consolidated backlog of $12.1 million, which supports near-term revenue visibility. The backlog reflects new contract awards, expanded scopes on existing programs, and integration of acquired subsidiaries into the company’s centralized business development and contracting infrastructure.

What level of RFP activity did T3 Defense (DFNS) see recently?

T3 Defense stated it has received $12.0 million in requests for proposals (RFPs) over recent months. Management links this activity to heightened geopolitical tensions and accelerating global defense spending, which are driving demand for the company’s technologies across its various operating subsidiaries.

When will T3 Defense release full Q1 2026 financial results?

T3 Defense expects to announce its full Q1 2026 financial results on or about May 14, 2026. The preliminary metrics disclosed now are unaudited and high level, with the upcoming detailed release expected to cover the complete financial statements and additional performance information.

What type of company is T3 Defense and what sectors does it target?

T3 Defense is a defense-focused holding company that acquires and operates mission-critical defense businesses. It targets manufacturers in areas such as drones and autonomous vehicles, counter-drone systems, tactical robotics, AI software, advanced manufacturing, and related national security programs with strong customer relationships and backlogs.

Filing Exhibits & Attachments

5 documents