FST Corp 6-K, filed Feb 12, 2026
FST Corp. (KBSX)
About this 6-K
FST Corp filed this 6-K on February 12, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February
Commission File Number:
(Registrant’s Name)
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Financial Statements
On February 11, 2026, FST Corp. (the “Company”) released its unaudited condensed consolidated financial statements as of and for the year ended December 31, 2025. A copy of the unaudited condensed consolidated financial statements of the Company and the management’s discussion and analysis of financial condition and results of operations of the Company as of and for the year ended December 31, 2025 is attached hereto as Exhibit 99.1 and Exhibit 99.2 and is incorporated herein by reference.
Exhibit
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of FST Corp. as of and for the year ended December 31, 2025. | |
| 99.2 | Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
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, thereunto duly authorized.
| FST Corp. | ||
| Date: February 11, 2026 | By: | /s/ David Chuang |
| Name: | David Chuang | |
| Title: | Chief Executive Officer and Chairman of the Board | |
2
Exhibit 99.1
FST Corp.
CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for share and per share data, or otherwise noted)
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Short-term investment | ||||||||
| Accounts receivable, net | ||||||||
| Current tax assets | ||||||||
| Inventories | ||||||||
| Amounts due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current Assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Long-term investment | ||||||||
| Right-of-use assets | ||||||||
| Deferred income tax assets | ||||||||
| Prepayment and other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Short-term bank loans | ||||||||
| Accounts payable | ||||||||
| Current lease liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Current tax liabilities | ||||||||
| OET derivative liability | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current Liabilities | ||||||||
| Non-current liabilities | ||||||||
| Long-term bank loans | ||||||||
| Deferred tax liabilities | ||||||||
| Non-current lease liabilities | ||||||||
| Warrant liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary share (par value of US$ | ||||||||
| Share subscription receivable | ( | ) | ||||||
| Additional paid in capital | ||||||||
| Retained earnings | ( | ) | ||||||
| Accumulated other comprehensive (loss) income | ( | ) | ( | ) | ||||
| Treasury Stock | ( | ) | ||||||
| Total shareholder’s equity | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | ||||||||
F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In U.S. dollars, except for share and per share data, or otherwise noted)
| For the fourth quarter Ended December 31, | For the year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Revenue | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| COSTS AND OPERATING EXPENSES: | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total costs and operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME | ||||||||||||||||
| Interest (expense) income, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange (loss) gain | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| Gain(loss) on long-term investments | ||||||||||||||||
| Unrealized loss on change in fair value of OET derivative liability | ( | ) | ||||||||||||||
| Total other income(loss), net | ( | ) | ||||||||||||||
| PROFIT (LOSS) BEFORE INCOME TAX EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSES | ||||||||||||||||
| NET (LOSS) INCOME | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Net income (loss) attributable to the Company’s shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||
| Remeasurement of defined benefit obligations | ||||||||||||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: total comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to the Company’s shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||||||||||
| Earnings per share, basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
F-2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
| For the year Ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net cash provided by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Disposal of property and equipment | ||||||||
| Purchase of long-term investments | ( | ) | ( | ) | ||||
| Disposal (Purchase) of short-term investments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bank borrowings | ||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ||||
| Buy back treasury shares | ( | ) | ||||||
| Net cash used in financing activities | ||||||||
| Effect of foreign exchange rate on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Net increase in cash and cash equivalents | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at the beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at the end of period | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest expenses paid | ||||||||
| Income taxes paid | ||||||||
| Right of use assets obtained in exchange for operating lease obligations | ||||||||
F-3
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
During the fourth quarter ended December 31, 2025, the Company reported revenue of $13.22 Million, compared to $10.14 Million for the same period in the prior year. Fourth quarter results were primarily driven by an increase in OEM business and through the continued growth of KBS Graphite, partially offset by higher landed costs.
Results of Operations
| ● | Revenue – Revenue for the quarter was US$13.22 million, representing a 30.35% increase over the same period in 2024. The revenue increase reflects additional sales in the OEM business in both the steel and graphite lines. |
| ● | Gross Profit – Gross profit was US$5.49 million, or 41.57% of revenue, compared to US$4.66 million, or 45.99%, in the prior year. The decrease in gross margin was attributable to higher landed costs as well as an increase in sales of lower margin products. |
| ● | Operating Expenses – SG&A and R&D expenses were US$6.42 million, an increase of 1.1% from the prior-year period. |
| ● | Operating Loss – Operating loss was US$0.92 million, compared to US$1.68 million in the prior-year period. This represents an improvement of US$0.76 million over the previous year. |
Liquidity and Capital Resources
As of December 31, 2025, the Company had cash and cash equivalents of US$7.34 million. This is a US$2.04 million increase over the previous year. Total current assets were US$27.48 million and total current liabilities were US$34.65 million as of December 31, 2025. Management believes that its current liquidity, together with cash flows from operations and available credit facilities, will be sufficient to fund operating requirements for the next 12 months.
Outlook
Management anticipates continued foreign exchange volatility into 2026. The Company is evaluating potential strategies to mitigate currency risk and is focused on expanding sales in both domestic and export markets. Strategic initiatives for 2026 include:
| ● | Launch of new product lines in Q1 and Q2 2026; |
| ● | Aggressively pursuing future additional OEM business with strategic business partners; |
| ● | Expansion of distribution channels in Asia and Europe; |
| ● | Growth of the KBS Open leading to additional exposure in Asia; and |
| ● | Implementation of additional cost control measures to improve margins. |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of applicable securities laws, including, without limitation, statements regarding future performance, market conditions such as the foreign exchange conditions, and strategic initiatives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, including foreign exchange fluctuations, changes in market demand, competitive pressures, and other factors listed in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which are beyond the Company’s control. Actual results may differ materially from those projected.
All forward-looking statements included in this report are made only as of the date of this report, and, except as required by law, the Company assumes no obligation to revise or update any forward-looking statements made by the Company as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.