Solitron Devices (SODI) board to explore merger or sale options

Rhea-AI Filing Summary

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.

Insights

Corporate actions analyst

Solitron’s board is formally exploring merger or sale options alongside setting its 2026 annual meeting date.

Solitron Devices disclosed that its Board has set an annual meeting for April 24, 2026 and decided to pursue exploration of potential merger or sale opportunities. This indicates a structured review of strategic alternatives rather than a routine governance update.

The language describes exploration of possibilities, not a signed agreement or specific transaction. Any outcome will depend on future evaluations and counterparties, and the disclosure stops short of outlining terms, timing, or likelihood of a deal.

Investors can look to the annual meeting on April 24, 2026 and subsequent company communications for further details on the strategic review, including whether it leads to a merger, sale, or a decision to remain independent.

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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):   February 3, 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 8.01. Other Events.

On February 3, 2026, Solitron Devices, Inc. (“Solitron” or the “Company”) issued a press release announcing the Company’s Board of Directors has set April 24, 2026 as its annual meeting date and has decided to pursue the exploration of potential merger or sale opportunities.  A copy of the press release is furnished hereto as Exhibit 99.1.

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.
February 3, 2026	By:	/s/ Tim Eriksen
		Tim Eriksen
		Chief Executive Officer

FAQ

What did Solitron Devices (SODI) announce in its latest 8-K filing?

Solitron Devices announced that its Board set April 24, 2026 as the annual meeting date and decided to pursue exploration of potential merger or sale opportunities. This was communicated through a press release furnished as Exhibit 99.1.

When is Solitron Devices’ 2026 annual shareholder meeting scheduled?

Solitron Devices’ Board of Directors set April 24, 2026 as the date for the company’s annual meeting. This scheduling was disclosed as part of an 8-K filing that also referenced a related press release attached as Exhibit 99.1.

Is Solitron Devices considering a merger or sale based on this 8-K?

Yes. Solitron Devices stated that its Board has decided to pursue the exploration of potential merger or sale opportunities. The filing describes a process of exploring strategic options, without detailing any specific transaction terms or counterparties.

How did Solitron Devices communicate its strategic review and meeting date?

Solitron Devices disclosed these developments in an 8-K and referenced a press release furnished as Exhibit 99.1. The release announced the April 24, 2026 annual meeting date and the Board’s decision to explore potential merger or sale opportunities.

Does the Solitron Devices filing confirm a completed transaction?

No. The filing states that Solitron Devices’ Board decided to pursue the exploration of potential merger or sale opportunities. It does not state that a merger or sale has been agreed or completed, only that such options are being examined.