8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 2, 2026

EACO CORPORATION

(Exact name of registrant as specified in its charter)

Florida	000-14311	59-2597349
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5065 East Hunter Avenue

Anaheim, California 92807

(Address of Principal Executive Offices)

(714) 876-2490

(Registrant’s Telephone No.)

Not Applicable

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2, 2026, EACO Corporation, a Florida corporation, issued a press release announcing our second quarter of fiscal year 2026 financial results and other information. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.

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Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit
No.	Description
99.1	Press release dated April 2, 2026 reporting the financial results of EACO Corporation for the second quarter February 28, 2026.

SIGNATURES

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: April 2, 2026	EACO CORPORATION
	By:	/S/ GLEN CEILEY
		Glen Ceiley, Chief Executive Officer

Exhibit 99.1

Michael Narikawa
EACO Corporation
(714) 876-2490	April 2, 2026

EACO CORPORATION REPORTS RECORD 2^nd^QUARTER NET SALES AND

ALL-TIME RECORD QUARTERLY NET INCOME

ANAHEIM, CALIFORNIA April 2, 2026 – EACO Corporation (OTCID:EACO) announced the results for its quarter ended February 28, 2026.

Net sales, net income and earnings per share were as follows for the quarter ended February 28, 2026 (dollars in thousands, except per share information):

	Three Months Ended<br> <br>February 28,				%
	2026		2025		Change
****	(unaudited)		(unaudited)		****		****
Net sales	$	117,836	$	100,132		17.7	%
Net income	$	9,797	$	6,763		44.9	%
Basic earnings per common share	$	2.01	$	1.39		44.6	%

The Company had 482 sales personnel and sales management at February 28, 2026, an increase of 42 or 9.5% from the prior year quarter. The Company’s sales force is divided into sales focus teams (SFT’s). The Company had 122 SFT’s as of February 28, 2026, an increase of 8 from the prior year quarter. Management anticipates continued growth in both our headcount and SFT’s in fiscal year 2026. The Company believes it continues to gain market share through its local presence business model.

Cautionary Statement Regarding Forward-Looking Statements

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This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955, as amended. These forward-looking statements include, without limitation, statements related to our headcount expansion, growth in market share, and other statement that is not historical information. These forward-looking statements are based on our current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, our ability to hire and retain additional qualified employees, our ability to open additional sales offices, and to gain market acceptance for our products, the pricing and availability of our products, the success of our sales and marketing programs, the impact of products offered by our competitors from time to time, and as well as uncertainty pertaining to international tariffs and the conflicts within Southwest Asia. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in EACO’s most recent Form 10-K and all subsequent Form 10-Q reports filed by us with the SEC. The forward-looking statements included in this release speak only as of the date hereof, and EACO does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

EACO Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share information)

(unaudited)

		August 31,
	2026		2025^*^
ASSETS
Current Assets:
Cash and cash equivalents	5,140	$	728
Restricted cash	10		10
Trade accounts receivable, net	64,692		65,863
Inventory, net	91,327		83,980
Marketable securities, trading	24,929		30,375
Prepaid expenses and other current assets	6,060		5,009
Total current assets	192,158		185,965
Non-current Assets:
Property, equipment and leasehold improvements, net	35,466		34,670
Operating lease right-of-use assets	8,574		6,814
Other assets, net	2,859		2,704
Total assets	239,057	$	230,153
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Trade accounts payable	37,092	$	33,179
Accrued expenses and other current liabilities	13,772		29,762
Current portion of long-term debt	137		135
Current portion of operating lease liabilities	3,289		2,843
Total current liabilities	54,291		65,919
Non-current Liabilities:
Long-term debt	4,010		4,079
Operating lease liabilities	5,769		4,305
Total liabilities	64,070		74,303
Commitments and Contingencies Note 8
Shareholders’ Equity:
Convertible preferred stock, 0.01 par value per share; 10,000,000 shares authorized; 36,000 shares outstanding (liquidation value 900)	1		1
Common stock, 0.01 par value per share; 8,000,000 shares authorized; 4,861,590 shares outstanding	49		49
Additional paid-in capital	12,378		12,378
Accumulated other comprehensive income	132		74
Retained earnings	162,427		143,348
Total shareholders’ equity	174,987		155,850
Total liabilities and shareholders’ equity	239,057	$	230,153

All values are in US Dollars.

* Derived from the Company’s audited financial statements included in its Form 10-K for the year ended August 31, 2025 filed with the U.S. Securities and Exchange Commission on November 20, 2025.

EACO Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except for share and per share information)

(unaudited)

	Three Months Ended<br> <br>February 28,						Six Months Ended<br> <br>February 28,
	2026			2025			2026			2025
Net sales	$	117,836		$	100,132		$	228,789		$	194,052
Cost of sales		81,609			70,624			158,207			136,763
Gross margin		36,227			29,508			70,582			57,289
Operating expenses:
Selling, general and administrative expenses		23,439			20,414			45,285			39,352
Income from operations		12,788			9,094			25,297			17,937
Other income (expense):
Net gain (loss) on trading securities		416			30			459			484
Interest and other (expense)		(46	)		(49	)		(83	)		(97	)
Other (expense) income, net		370			(19	)		376			387
Income before income taxes		13,158			9,075			25,673			18,324
Provision for income taxes		3,361			2,312			6,556			4,673
Net income		9,797			6,763			19,117			13,651
Cumulative preferred stock dividend		(19	)		(19	)		(38	)		(38	)
Net income attributable to common shareholders	$	9,778		$	6,744		$	19,079		$	13,613
Basic earnings per share:	$	2.01		$	1.39		$	3.92		$	2.80
Basic weighted average common shares outstanding		4,861,590			4,861,590			4,861,590			4,861,590
Diluted earnings per share:	$	2.00		$	1.38		$	3.90		$	2.79
Diluted weighted average common shares outstanding		4,901,590			4,901,590			4,901,590			4,901,590

EACO Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	February 28,
	2026			2025
Operating activities:
Net income	$	19,117		$	13,651
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		870			858
Bad debt expense		261			144
Deferred tax provision		(27	)		(28	)
Net unrealized loss (gain) on trading securities		18			(100	)
Increase (decrease) in cash from changes in					–
Trade accounts receivable		910			(1,615	)
Inventory		(7,347	)		(9,775	)
Prepaid expenses and other assets		(1,179	)		(778	)
Operating lease right-of-use assets		(1,760	)		290
Trade accounts payable		4,107			5,881
Accrued expenses and other current liabilities		(15,990	)		(9,365	)
Right of use liabilities		1,910			(226	)
Net cash (used in) provided by operating activities		890			(1,063	)
Investing activities:
Additions to property, equipment, and leasehold improvements		(1,666	)		(326	)
Sale (purchase) of marketable securities, trading		5,428			(233	)
Net cash used in investing activities		3,762			(559	)
Financing activities:
Borrowing on revolving credit facility
Payments on long-term debt		(66	)		(63	)
Preferred stock dividend		(38	)		(38	)
Bank overdraft		(194	)		1,518
Net cash provided by financing activities		(298	)		1,417
Effect of foreign currency exchange rate changes on cash and cash equivalents		(58	)		(139	)
Net (decrease) in cash, cash equivalents, and restricted cash		4,412			(344	)
Cash, cash equivalents, and restricted cash - beginning of period		738			853
Cash, cash equivalents, and restricted cash - end of period	$	5,150		$	509
Supplemental disclosures of cash flow information:
Cash paid for interest	$	83		$	97
Cash paid for income taxes	$	11,302		$	9,213