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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): June 9,
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
5.07. Submission of Matters to a Vote of Security Holders
On
June 10, 2026, Omega Flex, Inc. (the “Company”) held its Annual Meeting of Shareholders at which one proposal was voted upon:
| 1. | Election
of three class 3 directors for a three-year term. |
Proposal
1 – Election of Directors. The following persons were duly elected to serve, subject to the Company’s by-laws, as directors
of the Company for a three-year term expiring at the 2029 annual shareholders’ meeting, or until election and qualification of
their successors:
| Director | |
James
M. Dubin | | |
Kevin
R. Hoben | | |
Dean
W. Rivest | |
| Votes For | |
| 8,060,847 | | |
| 7,347,912 | | |
| 8,007,976 | |
| Votes Withheld | |
| 1,108,292 | | |
| 1,821,227 | | |
| 1,161,163 | |
| Broker Non-Votes | |
| -- | | |
| -- | | |
| -- | |
Item
8.01. Other Events
On
June 11, 2026, the Company issued a press release announcing a regular quarterly dividend of $0.34 per share to shareholders of record
as of the close of business on June 23, 2026, and payable on July 7, 2026.
Item
9.01. Financial Statement and Exhibits
(d)
Exhibits:
| Exhibit
Number |
|
Description |
| 99.1
|
|
Press
Release dated June 11, 2026 |
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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:
June 11, 2026 |
By: |
/s/
Matthew F. Unger |
| |
|
Matthew
F. Unger
Vice
President – Finance
(Chief
Financial Officer) |
Exhibit
99.1
OMEGA
FLEX, INC.
Manufacturer
of flexible metal hose and gas piping products
| Exton,
Pennsylvania |
Contact:
Dean W. Rivest |
| June
11, 2026 |
(610)
524-7272 |
PRESS
RELEASE
“Omega
Flex, Inc. Announces Regular Quarterly Dividend
for
the Second Quarter 2026”
Omega
Flex, Inc. (the “Company”) today announced that the Board of Directors declared a regular quarterly dividend of $0.34 per
share payable on July 7, 2026, to shareholders of record on June 23, 2026. In determining the amount of future regular quarterly dividends,
the Board will review the cash needs of the Company, and based on results of operations, financial condition, capital expenditure plans,
and consideration of possible acquisitions, as well as such other factors as the Board of Directors may consider relevant, determine
on a quarterly basis the amount of a regular quarterly dividend.
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS – This press release contains forward-looking statements, which are subject to inherent uncertainties
which are difficult to predict and may be beyond the ability of Omega Flex to control. Certain statements in this press release constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are not historical facts,
but rather reflect Omega Flex’s current expectations concerning future results and events. The words “believes,” “expects,”
“intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,”
and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance, or achievements of Omega Flex (or entities in which Omega
Flex has interests) or industry results, to differ materially from future results, performance or achievements expressed or implied by
such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect
management’s view only as of the date of this press release. Omega Flex undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events, conditions, or circumstances.
