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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): October 28, 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) (Zip Code)
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
October 28, 2026, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the nine months and three
months ended September 30, 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 STATEMENTS AND EXHIBITS
(d)
Exhibits:
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated October 28, 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:
October 28, 2026 |
By: |
/s/
Dean W. Rivest |
| |
|
Dean
W. Rivest |
| |
|
Chief
Executive Officer |
Exhibit
99.1

Manufacturer
of flexible metal hose and gas piping products
| Exton,
Pennsylvania |
Contact:
Dean W. Rivest |
| October
28, 2026 |
(610)
524-7272 |
PRESS
RELEASE
“Omega
Flex, Inc. Announces Third Quarter 2026 Earnings”
| | |
OMEGA
FLEX, INC. (OFLX) | |
| | |
Nine
Months Ended September 30, | | |
Three
Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net
Sales | |
$ | 72,847,000 | | |
$ | 73,089,000 | | |
$ | 25,697,000 | | |
$ | 24,234,000 | |
| Net
Income attributable to Omega Flex, Inc. | |
$ | 7,111,000 | | |
$ | 11,412,000 | | |
$ | 2,359,000 | | |
$ | 3,688,000 | |
| Earnings
Per Share – Basic and Diluted | |
$ | 0.70 | | |
$ | 1.13 | | |
$ | 0.23 | | |
$ | 0.37 | |
Weighted
Average Shares – Basic and Diluted | |
| 10,094,322 | | |
| 10,094,322 | | |
| 10,094,322 | | |
| 10,094,322 | |
Dean
W. Rivest, Chief Executive Officer of Omega Flex, Inc. (the “Company”), announced that net sales of the Company for the
nine months ended September 30, 2026 and 2025 were $72,847,000 and $73,089,000, respectively, decreasing by $242,000 or 0.3%. Net sales
for the three months ended September 30, 2026 were 6.0% higher than net sales for the three months ended September 30, 2025.
Net
income for the nine months ended September 30, 2026 was $7,111,000, compared to net income of $11,412,000 for the nine months ended September
30, 2025, decreasing by $4,301,000 or 37.7% (the “Nine Month Decrease”). Net income for the three months ended September
30, 2026 was 36.0% below net income for the same period in 2025 (the “Three Month Decrease”). The decrease in net income
was mainly due to higher raw material costs (including inbound transportation costs and tariffs) and marketing efforts. The higher costs
and expenses described above were partly offset by lower product liability reserves and expenses.
Approximately
52% of the Nine Month Decrease, and 102% of the Three Month Decrease, was due to the above-described higher raw material costs (including
inbound transportation costs and tariffs) and marketing efforts that were attributable to the procurement of inventory and introduction
of the new re-engineered flexible gas piping fitting described below. These higher costs will continue as the Company procures raw materials
to achieve targeted inventory levels and markets the new fitting. However, the Company believes that these higher costs will be limited
in duration and will normalize over time.
During
the nine months ended September 30, 2026, the Company continued to pursue product enhancements intended to strengthen its market position.
On July 1, 2026, the Company introduced a re-engineered flexible gas piping fitting designed to support a broader range of applications
across both residential and commercial construction markets. The new TracPipe® System branded fitting is designed to ease
installation while enhancing overall safety and reliability. The Company believes that in the commercial sector, the fitting is particularly
well suited for larger diameter systems, including sizes up to two inches, helping to address the requirements of more demanding installations.
The Company continues to make targeted investments in equipment and facilities intended to expand capacity, enhance operational efficiency,
and support geographic growth by improving its ability to serve customers and distribution partners across existing and new 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. These
forward-looking statements may include the Company’s projections, statements related to the Company’s anticipated growth
strategies, descriptions of business initiatives and anticipated trends in the Company’s business. 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 (the “SEC”) and in the Company’s subsequent reports
and filings with the SEC, as applicable.