8-K
Cpi Aerostructures Inc (CVU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May18, 2026
| CPI AEROSTRUCTURES, INC. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| New York | 001-11398 | 11-2520310 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 91 Heartland Boulevard, Edgewood, New York 11717 | ||
| --- | ||
| (Address of Principal Executive Offices) |
Registrant’s telephone number, including area code: (631) 586-5200
| N/A |
|---|
| (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 |
|---|---|---|
| Common stock, $0.001 par value per share | CVU | NYSE American |
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 May 18, 2026, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter ended March 31, 2026. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit | Description |
| 99.1 | Press Release, dated May 18, 2026. |
| 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.
| Dated: May 18, 2026 | CPI AEROSTRUCTURES, INC. | |
|---|---|---|
| By: | /s/ Robert Mannix | |
| Robert Mannix | ||
| Chief Financial Officer<br>(Principal Financial and Accounting Officer) |
Exhibit 99.1
CPI AEROSTRUCTURES REPORTS
FIRST QUARTER 2026 RESULTS
First Quarter 2026 vs. First Quarter 2025
| · | Revenue of $17.4 million compared to $15.4 million; |
|---|---|
| · | Gross profit of $4.5 million compared to $1.6 million; |
| --- | --- |
| · | Gross profit margin of 25.8% compared to 10.7% (21.6% excluding A-10 Program impact); |
| --- | --- |
| · | Net income of $1.2 million compared to net (loss) of $(1.3) million; |
| --- | --- |
| · | Earnings per share of $0.10 compared to (loss) per share of $(0.10); |
| --- | --- |
| · | Adjusted EBITDA^(1)^ of $2.1 million compared to $(0.8) million ($1.4 million excluding A-10<br>Program impact); |
| --- | --- |
EDGEWOOD, N.Y. – May 15, 2026 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the first quarter ended March 31, 2026, delivering significant year-over-year improvements driven by favorable product mix, operational efficiencies, and continued execution across key Aerospace & Defense programs.
“Our first-quarter 2026 results delivered broad-based strength, outperforming the first quarter of 2025 across every major metric,” said Dorith Hakim, Chief Executive Officer of CVU. “A more favorable product mix and continued operational efficiencies drove a substantial expansion in gross profit margin and a $2.5 million increase in net income. We also reported adjusted EBITDA of $2.1 million, representing 53% growth over the prior-year period excluding the A-10 program impact.”
“Our performance this quarter reflects the strength of our operational discipline and the trust our customers place in CPI Aero,” added Hakim. “We remain focused on delivering high-quality aerospace structures, meeting program milestones, and supporting the mission-critical needs of our defense partners. With a strong backlog and improved profitability, we are well-positioned for continued momentum throughout 2026.”
Added Ms. Hakim, “We also began preparing for production on the previously announced missile work, a strategically important win that expands our presence in high-growth missile and autonomous systems markets. With improved margins, significant earnings growth, and a robust backlog of $495 million supported by recent contract awards, we are entering the remainder of 2026 with confidence and momentum.”
AboutCPI Aero
CPI Aero is a prime contractor to the U.S. Department of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world. CPI Aero provides engineering, program management, supply chain management, assembly operations and MRO services to this global network of customers. CPI Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies, military advanced tactical pod structures, engine air inlets, and complex welded products.
Our OEM customers in the defense sector include (i) Lockheed Martin Corporation and Sikorsky Aircraft, for the F-16 Fighting Falcon, the UH-60 BLACK HAWK©, the MH-60 Seahawk, the CH-53E and the CH-53K King Stallion; (ii) RTX Corporation, formerly Raytheon, for the ALQ-249 Next Generation Jammer Mid-Band Pod for the EA-18G Growlers, the Advanced Tactical Pods, the MS-110 & TacSAR Reconnaissance Airborne Pods, Hypersonic Missile Wings, and B-52 Radar Modernization; (iii) L3Harris for the Next Generation Jammer Low-Band Pod for the EA-18G Growlers; (iv) Collins Aerospace, for RF Enclosures; (v) Northrop Grumman Corporation, for the E-2D Advanced Hawkeye, the Airborne Laser Mine Detection Pod, welded tubes, aerial refueling probes, and welded fluid tanks; and (vi) the DOD/USAF and the Defense Logistics Agency for the T-38 Pacer Classic and T-38 Talon. Our OEM customers in the civil aviation market include Embraer S.A. for the Phenom 300 and Phenom 100.
Forward-looking Statements
This press release contains forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended. All statements, other than statements of historical fact, included in this press release are forward-looking statements. Wordssuch as “remain focused,””well-positioned,” “continued monemtum,” “confidence,”and similarexpressions are intended to identify these forward-looking statements. These forward-looking statements include statements regarding theCompany’s backlog, future performance, anticipated production activities, continued operational execution, customer relationships,market presence, and expectations regarding continued momentum. The Company does not guarantee that it will actually achieve the plans,intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’sforward-looking statements.
Forward-looking statements involve risks and uncertainties,and actual results could vary materially from these forward-looking statements. There are a number of important factors that could causethe Company’s actual results to differ materially from those indicated or implied by its forward-looking statements, including thoseimportant factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the yearended December 31, 2025 filed with the Securities and Exchange Commission. Although the Company may elect to do so at some point in thefuture, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligationto update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
CPI Aero^®^ is a registered trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on X @CPIAERO.
Contacts:
| Investor Relations Counsel | CPI Aerostructures, Inc. |
|---|---|
| Alliance Advisors IR | Robert Mannix |
| Jody Burfening | Chief Financial Officer |
| (212) 838-3777 | (631) 586-5200 |
| cpiaero@allianceadvisors.com | rmannix@cpiaero.com |
| www.cpiaero.com |
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31,2025 | |||
|---|---|---|---|
| ASSETS | |||
| Current Assets: | |||
| Cash | 1,002,548 | $ | 899,199 |
| Accounts receivable, net | 4,165,949 | 5,764,928 | |
| Contract assets, net | 37,021,183 | 33,670,354 | |
| Inventory | 725,908 | 800,823 | |
| Prepaid expenses and other current assets | 3,055,241 | 2,272,696 | |
| Total Current Assets | 45,970,829 | 43,408,000 | |
| Operating lease right-of-use assets | 9,150,484 | 9,515,207 | |
| Property and equipment, net | 425,879 | 412,553 | |
| Deferred tax asset, net | 19,627,037 | 19,894,796 | |
| Goodwill | 1,784,254 | 1,784,254 | |
| Other assets | 346,831 | 229,691 | |
| Total Assets | 77,305,314 | $ | 75,244,501 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current Liabilities: | |||
| Accounts payable | 16,531,357 | $ | 14,724,293 |
| Accrued expenses | 3,289,821 | 4,763,719 | |
| Contract liabilities | 1,371,571 | 1,628,382 | |
| Loss reserve | 126,676 | 138,426 | |
| Current portion of line of credit | — | — | |
| Current portion of long-term debt | 250,000 | 187,500 | |
| Operating lease liabilities, current | 1,468,989 | 1,434,385 | |
| Income taxes payable | 206,540 | 142,540 | |
| Total Current Liabilities | 23,244,954 | 23,019,245 | |
| Line of credit, net of current portion | 9,173,672 | 8,373,672 | |
| Long-term operating lease liabilities | 7,972,638 | 8,353,120 | |
| Long-term debt, net of current portion | 9,634,471 | 9,690,890 | |
| Total Liabilities | 50,025,735 | 49,436,927 | |
| Commitments and Contingencies | — | ||
| Shareholders’ Equity: | |||
| Preferred stock - .001 par value; authorized 5,000,000 shares, 0 shares issued and outstanding | — | — | |
| Common stock - .001 par value; authorized 50,000,000 shares, 13,189,061 and 13,155,061 shares, respectively, issued and outstanding | 13,189 | 13,155 | |
| Additional paid-in capital | 75,377,421 | 75,142,168 | |
| Accumulated deficit | (48,111,031) | (49,347,749) | |
| Total Shareholders’ Equity | 27,279,579 | 25,807,574 | |
| Total Liabilities and Shareholders’ Equity | 77,305,314 | $ | 75,244,501 |
All values are in US Dollars.
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months endedMarch 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Revenue | $ | 17,359,940 | $ | 15,400,608 |
| Cost of sales | 12,880,049 | 13,751,133 | ||
| Gross profit | 4,479,891 | 1,649,475 | ||
| Selling, general and administrative expenses | 2,650,263 | 2,835,777 | ||
| Income (loss) from operations | 1,829,628 | (1,186,302) | ||
| Other income (expense) | 30,373 | 1,500 | ||
| Interest expense | (291,935) | (488,091) | ||
| Income (loss) before provision for income taxes | 1,568,066 | (1,672,893) | ||
| Provision (benefit) for income taxes | 331,348 | (348,969) | ||
| Net income (loss) | $ | 1,236,718 | $ | (1,323,924) |
| Income (loss) per common share, basic | $ | 0.10 | $ | (0.10) |
| Income (loss) per common share, diluted | $ | 0.09 | $ | (0.10) |
| Shares used in computing income (loss) per common share: | ||||
| Basic | 12,863,180 | 12,720,148 | ||
| Diluted | 13,040,998 | 12,720,148 |
Unaudited Reconciliation of GAAP to Non-GAAP Measures
Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP income from operations plus depreciation, amortization and stock-compensation expense.
Adjusted EBITDA as calculated by us may be calculated differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income from operations or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table below that reconciles GAAP income from operations to Adjusted EBITDA.
The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:
Depreciation. The Company incurs depreciation expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or constructed to support the ongoing operations of the business. The assets are recorded at cost and are depreciated over the estimated useful lives of individual assets.
Stock-based compensation expense. The Company incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general and administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other companies that disclose non-GAAP financial measures that exclude stock-based compensation.
Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.
Reconciliation of income from operations to Adjusted EBITDA is as follows:
| Three months endedMarch 31 | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Income (loss) from operations | $ | 1,829,628 | $ | (1,186,302) |
| Depreciation | 39,729 | 98,767 | ||
| Stock-based compensation | 235,287 | 320,229 | ||
| Adjusted EBITDA | 2,104,644 | (767,306) | ||
| A-10 Termination | — | 2,145,696 | ||
| Adjusted EBITDA Excluding A-10 adjustment | $ | 2,104,644 | $ | 1,378,390 |