8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 7, 2026

CSP Inc.

(Exact name of the registrant as specified in its charter)

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Massachusetts

(State or other jurisdiction of incorporation)

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000-10843	04-2441294
(Commission File Number)	(IRS Employer Identification No.)

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175 Cabot Street - Suite 210 , Lowell , MA	01854
(Address of principal executive offices)	(Zip Code)

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( 978 ) 954-5038

(Registrant’s telephone number, including area code)

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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:

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☐ 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))

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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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CSPI	Nasdaq Global Market

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Item 2.02 Results of Operations and Financial Condition.

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On May 7, 2026 CSP Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal year 2026, which ended on March 31, 2026. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits

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**(d)**Exhibits

99.1Press Release Dated May 7, 2026

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SIGNATURE

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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.

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CSP INC.

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Date: May 7, 2026

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By: /s/Gary W. Levine

Gary W. Levine

Chief Financial Officer

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Exhibit 99.1 CSPi Achieves 21.8% Revenue Growth and Profitability for FY 2026 Second Quarter

Rising Initial AZT PROTECT Site Deployments Generating System-wide Opportunities to Support Longer Term Growth; Recent Q3 AZT PROTECT Engagements, Technology Solutions Momentum & Continued Services Growth Enhances Second Half Growth Potential

Conference Call Today at 10 a.m. ET

LOWELL, Mass., May 07, 2026 – CSP Inc. (NASDAQ: CSPI), an award-winning provider of security and packet capture products, managed IT and professional services and technology solutions, today announced 21.8% revenue growth and profitability for the fiscal second quarter ended March 31, 2026. The Company also reported the Board of Directors declared a quarterly dividend of $0.03 per share payable June 15, 2026, to shareholders of record at the close of business on May 21, 2026.

Recent Achievements and Operating Highlights

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●	Key customer order fulfillment drove second quarter product revenue growth; similar opportunities are being pursued during the second half of the fiscal year.
●	In April, deployed AZT PROTECT to more than two dozen sites of global cement manufacturer; customer evaluating AZT PROTECT for sites outside the U.S.
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●	Increased pace of Land and Expand single-site AZT PROTECT engagements creating expanded opportunities for customer deployments in the second half of the fiscal year.
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“We had a solid quarter as revenue increased over 21% lead by our U.S. Technology Solutions business, and we have carried this business momentum into the first month of our fiscal third quarter,” commented Victor Dellovo, Chief Executive Officer. “As a result of our second quarter, and current trends, we believe we could achieve full year growth compared to fiscal 2025. Our TS business continues to lead our progress, and a primary factor behind this market driver has been the growing complexity of the cloud and the unique and specific needs of each enterprise. At the same time, our services business continued to grow due to our best-in-class service and extremely high customer retention rate, which contributes to realizing higher gross margins within the service segment.

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“We are generating positive trends with the AZT PROTECT offering and continue to execute an increasingly successful land and expand strategy to leverage the market opportunity for our unique cyber-security solutions. During the quarter we doubled the number of new initial site customers over the prior year period. At the beginning of the third quarter, we added a new customer who is deploying AZT at more than two dozen manufacturing sites around the U.S. We continue to work with our strategic partners and distributors on additional multi-site deployments across key markets, including steel, energy, manufacturing, water utilities, pharmaceutical, food, and telecommunications industries.

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“Half-way through our fiscal year, we are where we expected to be and are on track to generate growth during the second half of the year. Our cloud and managed services business will remain the drivers of our growth, with AZT PROTECT positioned to make a growing contribution.”

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Fiscal 2026 Second Quarter Results

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Revenue for the fiscal second quarter ended March 31, 2026, was $16.0 million compared to revenue of $13.1 million for the fiscal second quarter ended March 31, 2025. Product revenue grew 30% to $11.1 million while service revenue grew 6.6% to $4.9 million. Gross profit for the three months ended March 31, 2026, increased slightly to $4.5 million compared to $4.2 million. Gross margin for the fiscal second quarter ended March 31, 2026, was 27.9% of sales compared to the year ago fiscal second quarter gross margin of 32%, due to the higher proportion of product revenue.

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Exhibit 99.1 After recording a income tax benefit for the quarter of $568,000, the Company generated net income of $264,000, or $0.03 per share. During the prior year quarter, the Company reported an income tax benefit of $683,000 and a net loss of $(108,000), or $(0.01) per share.

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The Company’s balance sheet remained robust, and as of March 31, 2026, had cash and cash equivalents of $23.1 million, after providing financing to several customers. The strong balance sheet continues to provide the Company with the necessary resources to execute its growth strategies for growing the managed services business and building AZT PROTECT deployments.

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Fiscal Year 2026 Six Month Results

Revenue for the fiscal six months ended March 31, 2026, was $28.0 million compared with revenue of $28.8 million in prior year period. Gross profit for the fiscal six months ended March 31, 2026, was $9.2 million, or 32.8% of sales compared with $8.8 million, or 30.4% of sales. The Company reported net income of $355,000, or $0.04 per share in the fiscal six months ended March 31, 2026, compared with net income of $364,000, or $0.04 per share for the fiscal six months ended March 31, 2025.

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Conference Call Details

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CSPi Chief Executive Officer Victor Dellovo and Chief Financial Officer Gary W. Levine will host a conference call at 10:00 a.m. (ET) today to review CSPi’s financial results and provide a business update. To listen to a live webcast of the call, the event l https://www.webcaster5.com/Webcast/Page/2912/53998. Individuals also may listen to the call via telephone, by dialing 973-528-0016 or 877-545-0523 and use the Participant Access Code: 867325 when greeted by the live operator.. A replay of the webcast will be available for approximately one year on the CSPi website.

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About CSPi

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CSPi (NASDAQ:CSPI) operates two divisions, each with unique expertise in designing and implementing technology solutions to help customers use technology to success. The High Performance Product division, including ARIA Cybersecurity Solutions, recognizes that better, stronger, more effective cybersecurity starts with a smarter approach. ARIA's solutions provide new ways for organizations to protect their most critical assets—they can shield their critical applications from cyberattack with the AZT solution, while monitoring internal traffic, device-level logs, and alert output with our ARIA ADR solution to substantially improve threat detection and surgically disrupt cyberattacks and data exfiltration. Rounding out the portfolio, Aria's AZT Gateway Software allows us to interrogate network packets at 100mbps line-rate to enforce forwarding and capture policies on the fly. Customers in a range of industries rely on our solutions to accelerate incident response, automate breach detection, and protect their most critical assets and applications—no matter where they are stored, used, or accessed.

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CSPi's Technology Solutions division helps clients achieve their business goals and accelerate time to market through innovative IT solutions and professional services by partnering with best-in-class technology providers. For organizations that want the benefits of an IT department without the cost, we offer a robust catalog of Managed IT Services providing 24×365 proactive support. Our team of engineers have expertise across major industries supporting five key technology areas: Advanced Security; Communication and Collaboration; Data Center; Networking; and Wireless & Mobility.

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Safe Harbor

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The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include current trends, we believe we could achieve full year growth compared to fiscal 2025, we are where we expected to be and are on track to generate growth during the second half of the year and our cloud and managed services business will remain the drivers of our growth, with AZT PROTECT positioned to make making a growing contribution.” Please refer to the section on forward-looking statements included in the Company's filings with the SEC. ​ ​​

Exhibit 99.1 CSP INC. AND SUBSIDIARIES CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS (Amounts in thousands)

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​	​ ​ ​	March 31, 2026		​ ​ ​	September 30, 2025
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Assets		​	​		​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	23,101	​	$	27,418
Accounts receivable, net	​		13,550	​		12,000
Financing receivables, net	​	​	7,730	​	​	8,939
Inventories	​		1,546	​		1,442
Other current assets	​		3,117	​		2,521
Total current assets	​		49,044	​		52,320
Financing receivables due after one year, net	​		8,631	​		5,965
Cash surrender value of life insurance	​	​	5,988	​	​	5,845
Other assets	​		6,654	​		7,033
Total assets	​	$	70,317	​	$	71,163
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Liabilities and Shareholders’ Equity	​		​	​		​
Current liabilities	​	$	18,560	​	$	22,183
Pension and retirement plans	​		1,184	​		1,219
Other non-current liabilities	​		5,554	​		3,210
Shareholders’ equity	​		45,019	​		44,551
Total liabilities and shareholders’ equity	​	$	70,317	​	$	71,163

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Exhibit 99.1 CSP INC. AND SUBSIDIARIES CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data)

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​	​	Three months ended					​	Six months ended
​	​ ​ ​	March 31		​ ​ ​	March 31		​ ​ ​	March 31		​ ​ ​	March 31
​	​	2026		​	2025		​	2026		​	2025
Sales:		​	​		​	​	​	​	​		​	​
Product	​	$	11,113	​	$	8,552	​	$	17,814	​	$	19,567
Services	​		4,899	​		4,595	​		10,234	​		9,250
Total sales	​		16,012	​		13,147	​		28,048	​		28,817
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Cost of sales:	​		​	​		​	​		​	​		​
Product	​		9,398	​		6,879	​		14,680	​		15,998
Services	​		2,142	​		2,061	​		4,161	​		4,048
Total cost of sales	​		11,540	​		8,940	​		18,841	​		20,046
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Gross profit	​		4,472	​		4,207	​		9,207	​		8,771
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Operating expenses:	​		​	​		​	​		​	​		​
Engineering and development	​		818	​		763	​		1,676	​		1,549
Selling, general and administrative	​		4,505	​		4,438	​		8,494	​		8,570
Total operating expenses	​		5,323	​		5,201	​		10,170	​		10,119
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Operating loss	​		(851)	​		(994)	​		(963)	​		(1,348)
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Other income, net	​		547	​		203	​		1,030	​		914
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(Loss) income before income taxes	​	​	(304)	​		(791)	​	​	67	​		(434)
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Income tax benefit	​	​	(568)	​		(683)	​	​	(288)	​		(798)
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Net income (loss)	​	$	264	​	$	(108)	​	$	355	​	$	364
Net income (loss) attributable to common shareholders	​	$	255	​	$	(108)	​	$	339	​	$	341
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Net income (loss) per common share - basic	​	$	0.03	​	$	(0.01)	​	$	0.04	​	$	0.04
Weighted average shares outstanding – basic	​		9,552	​		9,343	​		9,461	​		9,232
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Net income (loss) per common share - diluted	​	$	0.03	​	$	(0.01)	​	$	0.04	​	$	0.04
Weighted average shares outstanding net income - diluted	​		9,713	​		9,343	​		9,662	​		9,614

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