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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): March 4, 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)) |
| 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
March 4, 2026, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the twelve and three months
ended December 31, 2025. 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 March 4, 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:
March 4, 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 |
| March
4, 2026 |
(610)
524-7272 |
PRESS
RELEASE
“Omega
Flex, Inc. Announces Fourth Quarter 2025 Earnings”
| | |
OMEGA FLEX, INC. (OFLX) | |
| | |
Twelve Months Ended December 31, | | |
Three Months Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Net Sales | |
$ | 98,296,000 | | |
$ | 101,681,000 | | |
$ | 25,207,000 | | |
$ | 26,965,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income attributable to Omega Flex, Inc. | |
$ | 14,827,000 | | |
$ | 18,014,000 | | |
$ | 3,415,000 | | |
$ | 4,682,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings Per Share – Basic and Diluted | |
$ | 1.47 | | |
$ | 1.78 | | |
$ | 0.34 | | |
$ | 0.46 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Shares – Basic and Diluted | |
| 10,094,322 | | |
| 10,094,322 | | |
| 10,094,322 | | |
| 10,094,322 | |
Dean
W. Rivest, CEO, announced that net sales of Omega Flex, Inc. (the “Company” or “Omega Flex”) for 2025 and
2024 were $98,296,000 and $101,681,000, respectively, decreasing $3,385,000 or 3.3%. Net Sales for the fourth quarter of 2025 were 6.5%
lower than during the same period in 2024. The decrease in net sales was mainly due to lower sales unit volumes as the overall market
continued to be suppressed because of, among other factors, a decline in housing starts.
The
Company’s net income for 2025 was $14,827,000, compared to $18,014,000 during 2024, decreasing $3,187,000 or 17.7%. Net income
for the fourth quarter of 2025 was 27.1% below the same period in 2024. The decrease in net income for 2025 is mainly due to the decrease
in net sales and an increase in product development, certification and consulting related expenses.
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.
