TRIO-TECH INTERNATIONAL SEC Filings

Trio-Tech International filed a current report to let investors know it has released financial results for its fiscal quarter ended September 30, 2025. On November 14, 2025, the company issued a press release with these results, which is included as Exhibit 99.1 to the report. The disclosure explains that this information is being furnished rather than filed, which affects how it is treated under federal securities laws and how it may be used in other SEC filings.

Trio‑Tech International (TRT) reported a return to profitability in Q1 FY2026. Revenue rose to $15.5 million from $9.8 million a year ago, driven by stronger Semiconductor Back‑end Solutions at $11.5 million and Industrial Electronics at $4.1 million. Net income attributable to common shareholders was $77 thousand versus a loss of $236 thousand last year, with diluted EPS of $0.02.

Gross margin was $2.6 million and income from operations was $46 thousand. Other income of $181 thousand reflected foreign exchange gains, compared with a loss last year. Operating cash flow was $933 thousand, and cash, cash equivalents and restricted cash ended at $15.0 million (cash and cash equivalents $12.3 million). Total assets were $47.4 million and shareholders’ equity $34.1 million. Customer A represented 39.8% of revenue.

The company agreed to acquire the remaining 50% of Trio‑Tech Malaysia for RM14,200 (approximately $3,357), subject to Malaysian ministry approval. A $1 million share repurchase authorization remains available. Subsequent to quarter‑end, Trio‑Tech filed a shelf registration to raise up to $50,000,000 in various securities for capital needs and potential acquisitions.

Trio‑Tech International filed a mixed shelf registration to offer up to $50,000,000 of securities, including common stock, warrants and units, from time to time on a continuous or delayed basis under Rule 415. Any specific terms and pricing will be set in future prospectus supplements, and sales may be made through underwriters, agents, dealers, directly to investors, or via at‑the‑market offerings.

The company is eligible to use the “baby shelf” and, pursuant to General Instruction I.B.6, will not conduct public primary offerings exceeding one‑third of the aggregate market value of non‑affiliate shares in any 12‑month period while public float remains below $75.0 million. Its common stock trades on NYSE American under “TRT.” As of October 31, 2025, shares outstanding were 4,350,555. The company operates globally, including the U.S., Singapore, Malaysia, Thailand and China, and highlights PRC‑related regulatory and operational risks. Proceeds, if and when raised, are intended for capital expenditures, acquisitions, potential subsidiary equity purchases, and general corporate purposes.

Trio‑Tech International (TRT) filed its definitive proxy for the Dec 10, 2025 Annual Meeting. Shareholders will vote to elect four directors, approve on a non‑binding basis the compensation of Named Executive Officers, set the frequency of future Say‑on‑Pay votes, and ratify Forvis Mazars LLP as independent auditor for the year ending June 30, 2026. The Board recommends voting FOR all proposals and THREE YEARS for Say‑on‑Pay frequency.

The record date is October 21, 2025, with 4,327,555 common shares outstanding and entitled to one vote per share; cumulative voting is available for director elections. Forvis Mazars billed audit, tax and other fees totaling $273,700 in fiscal 2025. Director equity grants on March 26, 2025 included options at $6.22 per share (35,000 each to Horowitz and Adelman; 30,000 to Ting). Named Executive Officer pay for fiscal 2025 included salary of $279,952 for the CEO and bonuses of $108,967 (CEO), $31,465 (CFO), and $39,466 (COO). The company reports $19.5 million in cash and deposits and steady 25% gross margins.

Trio‑Tech International filed its definitive proxy for the 2025 Annual Meeting on December 10, 2025. Shareholders will vote to elect four directors, approve a non‑binding advisory vote on executive compensation, set the advisory vote frequency, and ratify Forvis Mazars LLP as auditor for the year ending June 30, 2026.

The shareholder letter notes steady gross margins of 25% and momentum in Industrial Electronics, where revenue grew 70% year over year. The company reported $19.5 million in cash and deposits, reduced liabilities, and an 11% increase in working capital. Excluding a $671,000 foreign‑exchange impact, Trio‑Tech indicates it would have achieved $630,000 full‑year profitability, reflecting disciplined cost management and a stronger product mix.

Operations in Singapore, Malaysia, and Thailand showed resilience as customers shifted testing to alternative geographies. The Board recommends “FOR” on all proposals and favors holding Say‑on‑Pay votes every three years. The record date is October 21, 2025, and cumulative voting is available for director elections under California law.

Trio-Tech International (TRT) reported an insider transaction. Director Jason T. Adelman exercised stock options (transaction code M) for 20,000 shares of common stock at $5.27 on 10/13/2025, increasing his direct holdings to 38,000 shares.

The options were exercisable from 02/19/2021 and expire on 02/18/2026. Following the exercise, the filing shows 0 derivative securities remaining.

Trio‑Tech International (TRT) reported insider activity by its Chief Financial Officer. On 10/13/2025, the officer exercised stock options and acquired 4,500 common shares at $4.875 and 3,500 shares at $5.01 via option exercises (code M). Following these transactions, the officer directly owned 9,500 Trio‑Tech common shares.

Trio-Tech International furnished a Current Report on Form 8-K to announce that it issued a press release reporting its financial results for the fiscal quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and the company states the information is being furnished (not "filed") under the Exchange Act and will not be incorporated by reference into other filings. No financial figures, results, guidance, or other operating metrics appear in the furnished text.

Trio-Tech International (TRT) reports governance and operational details for fiscal 2025. The Board oversees information technology and cybersecurity policies and receives management reports on security incidents; the company states it has not experienced any cybersecurity events that materially impaired operations or financial standing in Fiscal 2025 or Fiscal 2024. The company conducted business in two segments: Semiconductor Back-End Solutions and Industrial Electronics. As of June 30, 2025, common shares issued and outstanding were 4,312,805 versus 4,250,305 a year earlier. The company disclosed an acquisition agreement to acquire the remaining 50% of Trio-Tech (Malaysia) Sdn. Bhd. from Lodestar for RM14,200 (approximately $3,357) pending approval by the Malaysian Ministry of Investment, Trade and Industry, which upon closing would make Trio-Tech Malaysia wholly owned through its Singapore subsidiary. Debt includes a loan secured by a building with carrying values of $2,351 and $2,149 at June 30, 2025 and 2024, respectively, with an interest rate disclosed as prime less 2.00% (4.85% referenced). Management records a valuation allowance against deferred tax assets, concluding it is more likely than not the company will not realize those benefits.