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Prelim Q4 2026 results and strategic review at Solitron (SODI)

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Insights

Solitron posts profitable preliminary Q4 while strategic review continues.

Solitron Devices expects fiscal Q4 2026 revenue of $5.3 million, with gross profit of $2.1–$2.2 million and operating income of $1.3–$1.4 million. After a one-time contingent consideration charge of $0.3–$0.4 million, pre-tax income is projected at $0.9–$1.0 million.

The charge stems from higher expected earnout payments for the MEI acquisition, driven by increased backlog there. This suggests MEI is generating stronger activity, although it temporarily reduces reported pre-tax income. Management also notes softer bookings versus the prior-year quarter, influenced by timing of AMRAAM orders.

The ongoing evaluation of strategic alternatives, announced on February 3, 2026, introduces potential corporate change, including sale, acquisitions, or capital returns. A data room has been opened and discussions with investment banks are underway, but no engagement is yet disclosed, so future steps depend on parties’ interest and subsequent decisions.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Preliminary Q4 2026 revenue $5.3 million Fiscal fourth quarter ended February 28, 2026
Preliminary gross profit $2.1–$2.2 million Fiscal Q4 2026 range
Preliminary operating income $1.3–$1.4 million Fiscal Q4 2026 range
One-time contingent consideration charge $0.3–$0.4 million Related to increased MEI backlog and earnout
Preliminary pre-tax income $0.9–$1.0 million Fiscal Q4 2026, after one-time charge
MEI acquisition closing date September 1, 2023 Effective date of Micro Engineering Inc. acquisition
preliminary results financial
"is pleased to announce preliminary results for the fiscal 2026 fourth quarter"
contingent consideration financial
"a one-time charge related to a change in contingent consideration of approximately $0.3 to $0.4 million"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
backlog financial
"due to increased backlog at MEI increasing the expected final earnout payment"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
strategic alternatives financial
"the Board had decided to evaluate strategic alternatives, which could include a possible sale, acquisition, or return of capital"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
forward-looking statements regulatory
"This press release contains forward-looking statements regarding future events and the future performance of Solitron Devices, Inc."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Revenue $5.3 million
Gross profit $2.1–$2.2 million
Operating income $1.3–$1.4 million
Pre-tax income $0.9–$1.0 million
false 0000091668 0000091668 2026-04-22 2026-04-22
 
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 22, 2026
 
Solitron Devices, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
001-04978
22-1684144
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
901 Sansburys Way, West Palm Beach, Florida
33411
(Address of Principal Executive Offices)
(Zip Code)
 
(561) 848-4311
(Registrant’s Telephone Number, Including Area Code)
 
 
(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
     
 
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 22, 2026, Solitron Devices, Inc. (“Solitron” or the “Company”) issued a press release announcing preliminary, unaudited fiscal 2026 fourth quarter results. A copy of the press release is furnished hereto as Exhibit 99.1.
 
 
Item 7.01. Regulation FD Disclosure.
 
The disclosure set forth under Item 2.02 is incorporated herein by reference.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit No.
 
Description
     
99.1
 
Press Release issued by Solitron Devices, Inc.
   104
 
   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
SOLITRON DEVICES, INC.
 
       
April 22, 2026
By:  
/s/ Tim Eriksen
 
   
Tim Eriksen 
 
   
Chief Executive Officer
 
 
 
 
 
 
 

Exhibit 99.1

 

SOLITRON DEVICES, INC. ANNOUNCES PRELIMINARY FISCAL 2026 FOURTH QUARTER RESULTS

 

WEST PALM BEACH, FL – Solitron Devices, Inc. (OTC Pink: SODI) (“Solitron” or the “Company”) is pleased to announce preliminary results for the fiscal 2026 fourth quarter. 

 

PRELIMINARY FISCAL 2026 FOURTH QUARTER HIGHLIGHTS –

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Net sales increased approximately 70% to approximately $5.3 million in the fiscal 2026 fourth quarter versus $3.1 million in the fiscal 2025 fourth quarter.

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Net bookings decreased 43% to $5.1 million in the fiscal 2026 fourth quarter versus $8.9 million in the prior year fourth quarter.

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Backlog increased 51% to $27.3 million at the end of fiscal 2026 as compared to $18.1 million at the end of fiscal 2025.

 

PRELIMINARY FISCAL 2026 HIGHLIGHTS –

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Net sales increased approximately 21% to approximately $17.0 million in fiscal 2026 versus $14.0 million in fiscal 2025.

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Net bookings increased 26% to $26.1 million in fiscal 2026 versus $20.8 million in fiscal 2025.

 

Preliminary revenue in the 2026 fiscal fourth quarter ended February 28, 2026, is expected to be approximately $5.3 million. Gross profit is expected to be between $2.1 and $2.2 million. Operating income is expected to be $1.3 to $1.4 million. We do expect a one-time charge related to a change in contingent consideration of approximately $0.3 to $0.4 million due to increased backlog at MEI increasing the expected final earnout payment. Pre-tax income is expected to be $0.9 to $1.0 million including the charge.

 

Bookings were down in the fiscal fourth quarter, versus the prior year fiscal quarter, but it should be pointed out that we received AMRAAM Lot 39 order from RTX in the third quarter of fiscal 2026 versus receiving Lot 38 in the fourth quarter of fiscal 2025.

 

We continue to be encouraged about the possibility of multi-year orders for components on AMRAAM and Standard Missiles 2 and 6. However, things seem to move slowly with defense procurement.

 

As a reminder, Solitron announced on February 3, 2026, that the Board had decided to evaluate strategic alternatives, which could include a possible sale, acquisition, or return of capital. The review is ongoing. As of yet the Company has not engaged an investment banker but has held discussions with a number of them. We have set up a data room for interested parties who have signed non-disclosure agreements. If a party is interested in obtaining more information they can reach out to the Company at corporate@solitrondevices.com.

 

The unaudited financial information disclosed in this press release for the three months ended February 28, 2026, is based on management's review of operations for that period and the information available to the Company as of the date of this press release. The Company's results included herein have been prepared by, and are the responsibility of, the Company's management. The Company's independent auditors have audited the Company's results for the fiscal year ending February 28, 2025. The financial results presented herein should not be considered a substitute for the information filed or to be filed with the SEC in the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the respective periods once such reports become available.   

 

About Solitron Devices, Inc. 

Solitron Devices, Inc., a Delaware corporation, designs, develops, manufactures, and markets solid state semiconductor components and related devices primarily for the military and aerospace markets. The Company manufactures a large variety of bipolar and metal oxide semiconductor (“MOS”) power transistors, power and control hybrids, junction and power MOS field effect transistors (“Power MOSFETS”), and other related products. Most of the Company's products are custom made pursuant to contracts with customers whose end products are sold to the United States government. Other products, such as Joint Army/Navy (“JAN”) transistors, diodes, and Standard Military Drawings voltage regulators, are sold as standard or catalog items.  

 

Effective September 1, 2023, Solitron closed its acquisition of Micro Engineering Inc. (MEI) based in Apopka, Florida. MEI specializes in solving design layout and manufacturing challenges while maximizing efficiency and keeping flexibility to meet unique customer needs.  Since 1980 the MEI team has been dedicated to overcoming obstacles to provide cost efficient and rapid results.  MEI specializes in low to mid volume projects that require engineering dedication, quality systems and efficient manufacturing.  

 

 

 

Forward-Looking Statements 

This press release contains forward-looking statements regarding future events and the future performance of Solitron Devices, Inc. that involve risks and uncertainties that could materially affect actual results, including statements regarding the Company’s  expectations regarding future performance and trends, including production levels, government spending, backlog and delivery timelines, new product development, our efforts and performance following our acquisition of MEI, and potential future revenue and trends with respect thereto from each of the foregoing.  Factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to, the risks and uncertainties arising from potential adverse developments or changes in government budgetary spending and policy including with respect to the war in Ukraine, which may among other factors be affected by the possibility of reduced government spending on programs in which we participate, inflation, elevated interest rates, adverse trends in the economy and the possibility of a recession the likelihood of which appears to have increased based on recent economic data, the possibility that management’s estimates and assumptions regarding bookings, sales and other metrics prove to be incorrect; the timing and size of orders from our clients, our delivery schedules and our liquidity and cash position; our ability to make the appropriate adjustments to our cost structure; our ability to properly account for inventory in the future;  the demand for our products and potential loss of, or reduction of business from, substantial clients our dependence on government contracts, which are subject to termination, price renegotiations and regulatory compliance and which may among other factors be adversely affected by the factors described elsewhere herein, our ability to continue to integrate MEI in an efficient and effective manner, and the possibility that such  acquisition or any other acquisition or strategic transaction we may pursue does not yield the results or benefits desired or anticipated. Descriptions of other risk factors and uncertainties are contained in the Company’s Securities and Exchange Commission filings, including its most recent Annual Report on Form 10-K for the fiscal year ended February 28, 2025.  

 

Tim Eriksen 

Chief Executive Officer 

(561) 848-4311 

Corporate@solitrondevices.com 

 

 

 

FAQ

What were Solitron Devices (SODI) preliminary fiscal Q4 2026 results?

Solitron Devices expects fiscal Q4 2026 revenue of about $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. Pre-tax income is projected at $0.9 million to $1.0 million after a one-time charge.

What one-time charge did Solitron Devices (SODI) report for Q4 2026?

The company expects a $0.3 million to $0.4 million one-time charge related to increased contingent consideration for the MEI acquisition. This arises from higher backlog at MEI, which raises the anticipated final earnout payment and reduces reported pre-tax income for the quarter.

How did bookings trend in Solitron Devices’ fiscal Q4 2026?

Bookings in the fiscal Q4 2026 quarter were down versus the prior-year quarter. Management notes this comparison is affected by timing of AMRAAM orders, with the Lot 39 order received in Q3 2026 instead of Q4 as with Lot 38 in fiscal 2025.

What strategic alternatives is Solitron Devices (SODI) evaluating?

Solitron’s board is reviewing strategic alternatives, which may include a possible sale, acquisition, or return of capital. The review is ongoing, a data room has been set up for interested parties under non-disclosure agreements, and the company has held discussions with several investment banks.

How does the MEI acquisition affect Solitron Devices’ current results?

The MEI acquisition, closed on September 1, 2023, contributes backlog that triggered a higher expected earnout payment. This leads to a $0.3–$0.4 million contingent consideration charge in fiscal Q4 2026, while the increased backlog indicates stronger activity at MEI’s operations.

Are Solitron Devices’ fiscal Q4 2026 results audited?

The fiscal Q4 2026 figures are preliminary and unaudited, based on management’s review and available information. The company notes these results are not a substitute for its forthcoming Form 10-K and Form 10-Q filings, which will contain audited and complete financial statements.

Filing Exhibits & Attachments

5 documents