HIHO 6-K
Highway Holdings Ltd (HIHO)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number 001-38490
HIGHWAY HOLDINGS LIMITED
(Translation of Registrant's Name Into English)
Suite 1801, Level 18
Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Attached as Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K are the press releases issued by the registrant on March 2, 2026 and March 5, 2026 respectively.
Exhibit Index
| Exhibit No | Description | |
| 99.1 | Press Release dated March 2, 2026 | |
| 99.2 | Press Release dated March 5, 2026 |
1
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 thereunto duly authorized.
| HIGHWAY HOLDINGS LIMITED | ||
| Date: March 5, 2026 | By | /s/ ROLAND W. KOHL |
| Roland W. Kohl | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
HIGHWAY HOLDINGS REPORTS FISCAL YEAR 2026 THIRD
QUARTER
AND NINE MONTH RESULTS
HONG KONG – March 2, 2026 – Highway Holdings Limited (Nasdaq: HIHO) (the “Company” or “Highway Holdings”) today reported financial results for its third quarter and nine months fiscal 2026 ended December 31, 2025. The Company’s results reflect the continued impact of the previously disclosed loss of a significant electric motor customer, as well as ongoing actions to diversify its revenue base and execute its strategic acquisition program during the transition period. The Company intends for its strategic initiatives, cost actions, and acquisitions to potentially support a return to profitability in the next fiscal year.
Net revenue for the first nine months of fiscal year 2026 decreased 34.6% to $3.8 million, compared with $5.9 million in the year ago period. Net loss for the first nine months of 2026 was $427,000, or $0.09 per basic share, compared with a net income of $421,000, or $0.10 per diluted share for the year ago period.
Net revenue for the third quarter of fiscal year 2026 decreased 40.5% to $1.1 million compared with $1.9 million in the year ago period. Net loss for the third quarter of fiscal year 2026 was $115,000, or $0.02 per basic share, compared with net income of $92,000 or $0.02 per diluted share in the year ago period.
Roland Kohl, chairman, president and chief executive officer of Highway Holdings, said, “Unfortunately our entire fiscal year 2025 was affected by the political decisions of our biggest customers to stop all their business from Myanmar. Our beautiful and highly profitable factory in Yangon, and our dedicated employees who have served our customers for many years were severely affected by it. The operations came to a near full stop, with the exception of some business from smaller customers and wind-down orders. Consequently, we had to lay off most employees. Today, we only operate with the essential core. They are the best, most skilled and knowledgeable employees, including the management. We believe that with this core group we can restart operations in a very short time. After reviewing business options and market opportunities to best leverage our Myanmar factory, we found an electric car manufacturer in China, which gave us a permit to assemble car kits in order to sell them in Myanmar. Our Myanmar management is busy negotiating with the Myanmar government to allow this change of business, as well as to secure an import license for the electric car kits and vehicle road permit. If the company obtains the Myanmar import license, our goal would be to import low-cost Chinese electric car kits, assemble the kits in Yangon, and then sell the completed vehicle for use in Myanmar. While we are excited about the growth potential of this new business, there is no guarantee we will be successful in our negotiations to obtain all required rights, or that we will be able to successfully manufacture and sell the electric vehicles; such major changes take time, patience and working capital to execute. Our Chinese factory remains a bright spot and is running smoothly but is not at high enough volume level to support the entire company’s expense level.”
“In terms of our fiscal year 2026 third quarter, results reflect the impact of the previously announced loss of a significant portion of our motor business, which has materially reduced revenue and resulted in a negative growth cycle. Initially, we hoped to offset the loss with new business at our Chinese factory but the transition has taken longer than originally anticipated. For example, we previously mentioned a new motor business for a customer, which is still in an extensive customer testing phase. We also restarted our game console manufacturing business, which previously ran production out of our Myanmar factory. We shipped most of the material and necessary assembly tools back to our factory in China. This transition took time and delayed the anticipated start of the business. We finally started the production in early of February and expect first shipments will soon leave the factory.”
“We are also currently closing the previously announced potential acquisition of a German company, Regent-Feinbau Adermann GmbH, which serves several prominent German automotive brands. Furthermore, we scheduled a major reorganization with the goal of significantly reducing our operating expenses to better align with the current market realities and reduced revenue level. At the same time, we continue to pursue a variety of options to stabilize our share value with focus on creation of benefits for all shareholders.”
“With a strong cash position, minimal debt, and a focused strategy centered on diversification, operational efficiency, and targeted acquisitions, we believe Highway Holdings is well positioned to stabilize performance, which would allow us to return to profitability and to enter a new phase of sustainable growth longer term. We remain cautiously optimistic that our ongoing business development initiatives and strategic investments will allow us to overcome the current challenges and build a stronger, more diversified global manufacturing platform.”
Gross margin for the third quarter of fiscal year 2026 was 25.5 percent, compared to 34.7 percent in the year ago period. Gross margin for the first nine months of fiscal year 2026 decreased to 28.9 percent, compared to 36.5 percent in the year ago period. The lower gross margin in both periods mainly reflects the continued impact of the previously disclosed loss of a significant motor business customer, as well as ongoing actions to realign its cost structure and to diversify its revenue base.
The Company reported a $14,000 currency exchange gain for the first nine months of fiscal year 2026, compared with a $144,000 currency exchange gain in the year ago period. The Company does not engage in currency exchange rate hedging, and the fluctuation in the exchange rate of the RMB and Kyat are expected to affect the Company’s future results.
The Company’s balance of cash at December 31, 2025 was approximately $5.1 million, or approximately $1.10 per diluted share.
Results for the third quarter and first nine months of fiscal year 2026 reflect the positive impact of a reversal of a tax provision of $327,000 and $488,000, respectively.
The Company’s current ratio was 4.26:1 at December 31, 2025.
Outlook
Highway Holdings expects near-term financial performance to continue reflecting the transition resulting from the loss of its motor business customer. However, management believes the Company is well positioned to return to growth and profitability through a combination of:
| ● | Cost reduction and operational efficiency initiatives |
| ● | New customer programs and expanded business opportunities |
| ● | Strategic acquisitions, including Regent-Feinbau |
| ● | Diversification across customers, markets, and geographic regions |
The Company remains confident that its strong liquidity, disciplined cost management, and strategic acquisition program will position Highway Holdings to rebuild its revenue base and deliver improved financial performance beginning in fiscal year 2027.
About Highway Holdings
Highway Holdings is an international manufacturer of a wide variety of quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China. For more information visit website www.highwayholdings.com.
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements, which involve risks and uncertainties, including but not limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations, markets, products and prices, the impact of the worldwide COVID-19 pandemic, and other factors discussed in the company’s various filings with the Securities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
(Financial Tables Follow)
For further information, please contact:
Global IR Partners
David Pasquale
New York Office: +1-914-337-8801
2
HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statement of Income
(Dollars in thousands, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net sales | $ | 1,147 | $ | 1,929 | $ | 3,874 | $ | 5,925 | ||||||||
| Cost of sales | 855 | 1,259 | 2,754 | 3,760 | ||||||||||||
| Gross profit | 292 | 670 | 1,120 | 2,165 | ||||||||||||
| Selling, general and administrative expenses | 778 | 666 | 2,286 | 2,048 | ||||||||||||
| Operating (loss)/income | (486 | ) | 4 | (1,166 | ) | 117 | ||||||||||
| Non-operating items | ||||||||||||||||
| Exchange gain /(loss), net | (1 | ) | 48 | 14 | 144 | |||||||||||
| Interest income | 31 | 44 | 128 | 147 | ||||||||||||
| Gain/(Loss) on disposal of assets | (7 | ) | - | 75 | - | |||||||||||
| Other income/(expenses) | 6 | 4 | 16 | 16 | ||||||||||||
| Total non-operating income/ (expenses) | 29 | 96 | 233 | 307 | ||||||||||||
| Net (loss)/ income before income tax and non-controlling interests | (457 | ) | 100 | (933 | ) | 424 | ||||||||||
| Income taxes | 327 | - | 488 | - | ||||||||||||
| Net (loss)/income before non-controlling interests | (130 | ) | 100 | (445 | ) | 424 | ||||||||||
| Less: net (loss)/ income attributable to non-controlling interests | 15 | (8 | ) | 18 | (3 | ) | ||||||||||
| Net (loss)/ income attributable to Highway Holdings Limited’s shareholders | (115 | ) | 92 | (427 | ) | 421 | ||||||||||
| Net (loss)/ gain per share – Basic | $ | (0.02 | ) | $ | 0.02 | $ | (0.09 | ) | $ | 0.10 | ||||||
| Net (loss)/gain per share – Diluted | $ | (0.02 | ) | $ | 0.02 | $ | (0.09 | ) | $ | 0.10 | ||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic | 4,602 | 4,402 | 4,602 | 4,398 | ||||||||||||
| Diluted | 4,602 | 4,402 | 4,602 | 4,398 | ||||||||||||
3
HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Balance Sheet
(Dollars in thousands, except per share data)
(unaudited) Dec 31, | (audited) Mar 31, | |||||||
| 2025 | 2025 | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 5,131 | $ | 5,972 | ||||
| Accounts receivable, net of doubtful accounts | 1,116 | 1,022 | ||||||
| Inventories | 668 | 1,146 | ||||||
| Prepaid expenses and other current assets | 290 | 430 | ||||||
| Total current assets | 7,205 | 8,570 | ||||||
| Property, plant and equipment, (net) | 180 | 94 | ||||||
| Operating lease right-of-use assets | 248 | 784 | ||||||
| Long-term deposits | - | 11 | ||||||
| Long-term loan receivable | 85 | 95 | ||||||
| Investments in equity method investees | - | - | ||||||
| Total assets | $ | 7,718 | $ | 9,554 | ||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 374 | $ | 613 | ||||
| Operating lease liabilities, current | 162 | 623 | ||||||
| Other liabilities and accrued expenses | 1,071 | 1,274 | ||||||
| Income tax payable | - | 486 | ||||||
| Dividend payable | 81 | 81 | ||||||
| Total current liabilities | 1,688 | 3,077 | ||||||
| Long term liabilities: | ||||||||
| Operating lease liabilities, non-current | 156 | 187 | ||||||
| Long terms accrued expenses | 23 | 23 | ||||||
| Total liabilities | 1,867 | 3,287 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred shares, $0.01 par value | - | - | ||||||
| Common shares, $0.01 par value | 46 | 44 | ||||||
| Additional paid-in capital | 12,249 | 12,178 | ||||||
| Accumulated deficit | (5,864 | ) | (5,437 | ) | ||||
| Accumulated other comprehensive income/(loss) | (560 | ) | (516 | ) | ||||
| Non-controlling interest | (20 | ) | (2 | ) | ||||
| Total shareholders’ equity | 5,851 | 6,267 | ||||||
| Total liabilities and shareholders’ equity | $ | 7,718 | $ | 9,554 | ||||
4
Exhibit 99.2
NEWS RELEASE
Highway Holdings Completes Acquisition of 51% of Regent-Feinbau Adermann GmbH
HONG KONG – March 5, 2026 – Highway Holdings Limited (Nasdaq: HIHO, the “Company” or “Highway Holdings”) today announced it has completed its previously announced planned acquisition of 51% of the outstanding shares of German-based Regent-Feinbau Adermann GmbH (“Regent-Feinbau”) from LeMALe Beteiligungs-GmbH (“LeMALe” or “Seller”) on February 28, 2026 for a total purchase price of €662,000. €612,000 of the purchase price was paid in cash, and the remaining €50,000 was paid by the issuance of 64,851 of the Company’s common shares to LeMALe, calculated based on the February 27, 2028 closing price of the Company’s common shares on the Nasdaq Capital Market. Pursuant to the purchase agreement between the Company and Seller, such shares of the Company may not be sold, assigned, pledged or otherwise transferred by LeMALe until after March 31, 2027. The Company expects the acquisition to open significant manufacturing growth opportunities serving customers in the automotive and aviation industries. The current CEO of Regent-Feinbau, Matthias Bauer, will continue as the Managing Director of Regent-Feinbau.
Founded in 1949, Regent-Feinbau (https://regent-feinbau.de/) is a certified manufacturing specialist (IATF 16949, ISO 9001, ISO 14001) for precision sheet metal components and welded assemblies made of aluminum, steel, and copper. With decades of experience and vertically integrated capabilities, Regent-Feinbau delivers high-quality, scalable solutions for demanding applications - from laser-cut parts to fully assembled functional units. Regent-Feinbau’s core competencies include: Laser cutting and bending (efficient, high-precision processing using CNC press brakes and automated systems); Forming technology (flexible production with extender presses and CNC-controlled bending for complex geometries); Component assembly (complete systems with integrated fastening and joining processes); and Advanced welding (including drawn arc, projection, spot, and robotic welding, ensuring strong, repeatable joints across a wide range of materials). Regent-Feinbau primarily serves OEMs directly, while also supporting Tier 1 suppliers with reliable, production-ready components and assemblies across the automotive, commercial vehicle, aerospace, and industrial sectors.
Roland Kohl, chairman, president and chief executive officer of Highway Holdings, commented, “We are very happy to add Regent into our group of companies and expect Regent’s CEO Matthias Bauer to contribute meaningfully as a new partner given his successful technical and entrepreneurial background. Matthias is young, energetic and has built excellent relationships with leading German car companies. Regent is already a Tier 1 supplier to the leading car maker in Germany and also supports many Tier 1 suppliers, who supply other German car companies. In addition, Regent directly supplies a leading European aircraft manufacturer and is establishing additional aerospace programs, including component supply for the aviation interior segment.”
“We had been trying very hard to find a suitable acquisition, and Regent was the most compelling fit over the near and long-term for our business and shareholders. The extensive due diligence process involved evaluating 10 potential acquisition targets over a 3 year time period. While this was a comprehensive and lengthy process, we are pleased with the outcome. Regent was a big exception – it has been profitable during the last 3 years with average annual sales of approximately US$2.7 million and a high potential for future growth.”
“We are confident that Regent, under the continued leadership of Mr. Bauer, will accelerate our company’s strategic transition into a much more diversified manufacturer, while helping to build value for shareholders. The automotive and airplane industries provide a high potential for future growth. Covid and the tariffs reshuffled the worldwide economy and business is undergoing drastic changes – changes which initially severely hurt us but carry significant growth opportunities for a company of our size. We believe that the Regent acquisition is the first chance we have to pursue these growth opportunities, with likely additional growth catalysts to come for other potential opportunities we are working on.”
“Taken together, our acquisition of Regent will strengthen our business and add additional depth to our management team, which is important for future succession planning as we focus on improving growth, profitability and shareholder value.”
Matthias Bauer, Managing Director of Regent-Feinbau said, “Together with Highway Holdings, 2026 marks the starting point for building the next phase of Regent’s growth. We are excited to join the Highway Holdings family and think it is the perfect fit. We were not looking to partner with anybody given the strength of Regent’s operating business but the compelling fit with Highway Holdings and ability to drive Regent’s growth made us reevaluate our options. With Highway Holdings, Regent immediately gets many compelling benefits, including an international footprint, even stronger supply chain and prestige of being a vital part of a Nasdaq-listed company.”
“Due to increasing tariffs and protectionist measures, automotive manufacturers are seeking international suppliers capable of local-to-local supply in their key markets. With Highway Holdings, Regent gains international manufacturing capabilities and a strong local-to-local footprint.”
“The presently depressed industrial situation in Germany, while challenging for many companies, also creates significant opportunities for Regent. Numerous suppliers with comparable product portfolios are under pressure and may exit the market. With Highway Holdings’ support in Germany, China and potentially the United States in the future, Regent has an excellent opportunity to grow both in the short and long term.”
“The acquisition also strengthens Regent’s well-utilized tooling and engineering operations, enabling additional new projects, cost advantages and faster industrialization. Furthermore, together with Highway Holdings, Regent significantly strengthens its ability to execute production takeovers and outsourcing projects, combining additional industrial capacity with proven operational expertise, thereby accelerating growth in the coming years. I am very enthusiastic about what lies ahead. I would like to thank everyone who worked tirelessly to make this transaction happen in such a short time, and I congratulate Highway Holdings on a job well done.”
About Highway Holdings Limited
Highway Holdings is an international manufacturer of a wide variety of quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar, and Shenzhen, China. For more information visit website www.highwayholdings.com.
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements which involve risks and uncertainties, including but not limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with the Securities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
# # #
For further information, please contact:
Global IR Partners
David Pasquale
New York Office: +1-914-337-8801