Welcome to our dedicated page for Solitron Devices SEC filings (Ticker: SODI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Solitron Devices, Inc. filings document operating results, bookings disclosures and governance matters for a manufacturer of solid state semiconductor components and related devices serving military and aerospace markets. Current reports on Form 8-K furnish press releases on fiscal results, bookings, backlog, Regulation FD disclosures, and material events connected to the company’s operations.
Proxy materials cover annual-meeting matters including Class III director elections, auditor ratification and advisory votes on executive compensation. The filing record also reflects disclosure topics tied to the Micro Engineering Inc. acquisition, including integration-related reporting, acquisition accounting, contingent consideration, capital-structure disclosures and board governance.
Solitron Devices, Inc. reports higher full-year results for the fiscal year ended February 28, 2026, driven by strong defense and aerospace demand. Net sales rose about 21% to $16.97 million from $14.05 million, lifting gross profit to $5.12 million and margin to 30%.
Backlog expanded sharply to $27.28 million, about 51% above the prior year, supported by a significant AMRAAM program order and a book-to-bill ratio of roughly 1.54 to 1. Despite higher operating income, net income was essentially flat at $0.81 million due to contingent consideration tied to the Micro Engineering Inc. acquisition and investment mark-to-market losses.
The business remains highly concentrated, with ConMed Linvatec and RTX Corporation representing 33% and 27% of 2026 net sales, and nine customers providing 91% of revenue. Cash and equivalents were $3.91 million at year-end, with working capital of $9.03 million, and management believes existing liquidity is sufficient for at least the next twelve months.
Solitron Devices, Inc. held its Annual Meeting of Stockholders on April 24, 2026. Stockholders elected Charles M. Gillman as Class III director until the 2028 annual meeting, with 1,049,702 votes for, 60,102 against, 19,127 abstentions and 615,787 broker non-votes.
Stockholders ratified Whitley Penn LLP as independent registered public accountants for the fiscal year ending February 28, 2026, with 1,743,196 votes for, 1,106 against and 416 abstentions. They also approved, on a non-binding basis, the Company’s Say on Pay proposal, with 1,104,814 votes for, 1,766 against, 22,351 abstentions and 615,787 broker non-votes. With proposals 1, 2 and 3 approved, proposal 4 was moot.
Solitron Devices, Inc. reported preliminary, unaudited results for its fiscal 2026 fourth quarter ended February 28, 2026. Revenue is expected to be approximately $5.3 million, with gross profit between $2.1 million and $2.2 million and operating income between $1.3 million and $1.4 million.
The company expects a one-time non-operating charge of about $0.3 million to $0.4 million from higher contingent consideration tied to increased backlog at its MEI acquisition, leading to pre-tax income of $0.9 million to $1.0 million. Bookings declined versus the prior-year quarter, partly due to timing of AMRAAM orders, but management remains encouraged about potential multi-year defense orders.
The board’s previously announced review of strategic alternatives—including a possible sale, acquisition, or return of capital—remains ongoing, with a data room available to interested parties under non-disclosure agreements.
Solitron Devices President and COO Mark Matson reported a Form 4 transaction involving 5,000 shares of common stock. Under his employment agreement, he may purchase up to 5,000 shares each quarter at the quarter’s weighted average price, which was $21.22 for the fourth quarter of fiscal 2026, compared with a $24.50 share price on the exercise date. After this transaction, he directly holds 238,573 shares.
Solitron Devices, Inc. calls its 2025 Annual Meeting of Stockholders for April 24, 2026 at its West Palm Beach, Florida headquarters. Holders of 2,147,703 common shares as of February 27, 2026 may vote in person or by proxy.
Stockholders will vote on re‑electing Charles M. Gillman as Class III director for a term running to the 2028 annual meeting, ratifying Whitley Penn LLP as independent accountants for the year ending February 28, 2026, and approving a non‑binding “Say on Pay” advisory resolution on named executive officer compensation. The proxy details the staggered five‑member board, committee structure and independence determinations, director and executive pay (including 2024 increases for directors and salary increases for key executives), major shareholdings, related‑party transactions and equity compensation plan capacity.
The document also discloses prior final regulatory orders involving Chairman David W. Pointer and director Charles M. Gillman, board risk oversight practices, the company’s code of ethics and insider trading and anti‑hedging policies, and explains how stockholders can submit future director nominations and proposals.
Solitron Devices, Inc. reported that its Board of Directors has set April 24, 2026 as the date for the company’s next annual meeting. The Board also decided to pursue the exploration of potential merger or sale opportunities, signaling a formal review of strategic alternatives. These actions were announced in a press release furnished as Exhibit 99.1.
Solitron Devices, Inc. reported that it has issued a press release announcing its unaudited fiscal 2026 third quarter results. The company furnished this earnings press release as Exhibit 99.1 and referenced it under the section covering results of operations and financial condition. The same information is also being used for a Regulation FD disclosure to ensure broad, fair access to the update.
Solitron Devices, Inc. reported much stronger quarterly results for the three months ended November 30, 2025, with net sales rising to $5.0M from $3.4M a year earlier. Quarterly net income increased to $653K, or $0.31 per share, compared with $266K and $0.13 per share, helped by higher volumes and better gross margins.
Bookings were very strong at $13.9M and backlog more than doubled to $27.5M, driven largely by a major AMRAAM program order from the largest customer. Over the first nine months, net sales grew modestly to $11.7M but net income fell to $83K from $872K as earlier quarters absorbed higher material costs and tariffs. The company ended the quarter with $3.6M in cash, a new $1.65M long‑term investment, total assets of $25.7M, and stockholders’ equity of $19.0M.
Solitron Devices Inc. reported that President, COO and 10% owner Mark Matson acquired additional company stock under his employment agreement. On December 9, 2025, he purchased 5,000 shares of common stock at a weighted average price of $18.01 for Solitron’s third quarter of fiscal 2026, while the share price on the exercise date was $19.60. Following this transaction, Matson beneficially owns 233,573 shares directly.
The purchase was made pursuant to a Rule 10b5-1(c) trading plan that was adopted on August 13, 2025. Under his employment agreement effective on that date, Matson has the right each quarter to buy up to 5,000 shares at the quarter’s weighted average share price for thirty days after the quarter ends.
Solitron Devices (SODI) executive Mark Matson reported acquiring 50,000 shares of common stock at $14.50 per share on 11/10/2025, coded J. Following the transaction, he beneficially owns 228,573 shares, held directly.
The filing notes a Rule 10b5-1(c) trading plan adopted on 08/13/2025 and cites his Employment Agreement giving the right to purchase up to 50,000 shares at $14.50 for ninety days after that effective date. The share price on the exercise date was $18.50. Matson serves as President and COO.