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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 ☐
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
8.01 Other Events
On
April 15, 2026, the Company issued a press release announcing its financial results for the year ended December 31, 2025.
On
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 |
EXHIBIT
99.1

NEWS
RELEASE
April
15, 2026
FSI
ANNOUNCES FULL YEAR, 2025 FINANCIAL RESULTS
A
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.
a)
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.
b)
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.
c)
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.
d)
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.
EXHIBIT
99.2
FY
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.
I
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.
In
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.
We
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.
We
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.