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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): April 29, 2026
OMEGA
FLEX, INC.
(Exact
name of registrant as specified in charter)
| Pennsylvania |
|
000-51372 |
|
23-1948942
|
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of incorporation) |
|
File
Number) |
|
Identification
No.) |
451
Creamery Way
Exton,
Pennsylvania 19341
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: 610-524-7272
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 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 pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
OFLX |
|
NASDAQ
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
April 29, 2026, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the three months ended
March 31, 2026. A copy of the earnings release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The
information set forth and incorporated by reference in this Item 2.02 is “furnished” and shall not be deemed to be “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, and the Company does not incorporate it by reference into a filing under the Securities Act of 1933,
as amended, or the Exchange Act.
ITEM
9.01. FINANCIAL STATEMENT AND EXHIBITS
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated April 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
OMEGA FLEX, INC. |
| |
|
|
| Date:
April 29, 2026 |
By: |
/s/ Dean W. Rivest |
| |
|
Dean
W. Rivest |
| |
|
Chief
Executive Officer |
Exhibit 99.1
OMEGA FLEX, INC.
Manufacturer of flexible metal hose and gas piping
products
| Exton, Pennsylvania |
Contact: Dean W. Rivest |
| April 29, 2026 |
(610) 524-7272 |
PRESS RELEASE
“Omega Flex, Inc. Announces First Quarter
2026 Earnings”
| | |
OMEGA FLEX, INC. (OFLX) | |
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net Sales | |
$ | 23,093,000 | | |
$ | 23,330,000 | |
| | |
| | | |
| | |
| Net Income attributable to Omega Flex, Inc. | |
$ | 2,077,000 | | |
$ | 3,568,000 | |
| | |
| | | |
| | |
| Earnings Per Share - Basic and Diluted | |
$ | 0.21 | | |
$ | 0.35 | |
| | |
| | | |
| | |
| Weighted Average Shares - Basic and Diluted | |
| 10,094,322 | | |
| 10,094,322 | |
Dean W. Rivest, CEO, announced
that net sales of Omega Flex, Inc. (the “Company”) for the first quarters of 2026 and 2025 were $23,093,000 and $23,330,000,
respectively, decreasing $237,000 or 1.0%. Net income for the first quarters of 2026 and 2025 were $2,007,000 and $3,568,000, respectively,
decreasing $1,491,000 or 41.8%. The decrease in net income was mainly due to rising raw material costs, including tariffs, marketing efforts,
and product enhancement and certification related expenses.
During the quarter, the Company
continued to make targeted investments in equipment and facilities to expand capacity, enhance operational efficiency, and support geographic
growth, while pursuing product enhancements intended to strengthen its market position beyond traditional markets.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
– This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding the Company’s financial condition, results of operations, future performance, growth strategies,
business initiatives and anticipated trends. Forward-looking statements can generally be identified by words such as “may,”
“should,” “will,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “anticipates,” “believes,” “plans,” “expects,” “future,”
“intends,” “projects,” the negative of these terms, or other comparable terminology. Forward-looking statements
are neither historical facts nor assurances of future performance. Rather, they are based on current beliefs, expectations and assumptions
regarding the Company’s business, strategies and anticipated events and trends. These statements are subject to inherent risks,
uncertainties and changes in circumstances that are difficult to predict, many of which are outside of our control, and actual results
could differ materially from those expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance
on any forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation, other
than as required by law, to update or revise any forward-looking statements to reflect events or circumstances after the date hereof.
Further information regarding risks and uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements is included in the sections entitled “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025, filed with the Securities and Exchange Commission.
