8-K - NSSC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 21, 2025

NAPCO SECURITY TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

Delaware		0-10004		11-2277818
(State or other jurisdiction of		(Commission File Number)		(IRS Employer Identification No.)
incorporation)

333 Bayview Avenue , Amityville , New York **** 11701

(Address of principal executive offices)

Registrant’s telephone number, including area code ( 631 ) 842-9400

(Former name and former address if changed from 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, par value $0.01 per share	NSSC	Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 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 August 25, 2025, the registrant issued a press release to report results for the fourth quarter and fiscal year ended June 30, 2025. This press release is furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished pursuant to Item 2.02, and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 7.01. REGULATION FD DISCLOSURE

On August 21, 2025, the Company’s Board of Directors declared a cash dividend of $.14 per share payable on October 3, 2025, to stockholders of record on September 12, 2025. Information regarding this declaration is included in the press release furnished as Exhibit 99.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:


99.1		Press Release issued by Napco Security Technologies, Inc. dated August 25, 2025.
10 4		Cover Page Interactive Data File (formatted as Inline XBRL).

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 thereunder duly authorized.

	NAPCO SECURITY TECHNOLOGIES, INC.
	(Registrant)
Date: August 25, 2025	By:	/s/ Kevin S. Buchel
		Kevin S. Buchel
		President & Chief Operating Officer

Exhibit 99.1

NAPCO Security Technologies, Inc. Reports Fiscal Q4 and Full Year 2025 Results

Fiscal 2025 Highlights

●	Net sales of $50.7 million for Q4 increased 1% YoY, while net sales for full year of $181.6 million decreased 4% YoY
●	Recurring service revenue (“RSR”) increased 10% and 14% to $22.4 million and $86.3 million for Q4 and the full year respectively, with a 91% gross margin for both periods
---	---
●	RSR had a prospective annual run rate of approximately $94 million based on July 2025 recurring service revenues.
---	---
●	Equipment sales for Q4 were $28.3 million, a 5% YoY decrease, but up 27% sequentially from Q3, and equipment sales for the full year were $95.3, a 16% YoY decrease
---	---
●	Gross profit margin for Q4 of 52.8% vs 55.3% in prior fiscal year quarter, and gross profit margin for the full year of 55.6% vs 53.9% in prior fiscal year
---	---
●	Diluted EPS decreased YoY to $0.33 vs $0.36 and $1.19 vs $1.34 for Q4 and the full year respectively
---	---
●	The Board declared a quarterly dividend of $0.14 per share, payable on October 3, 2025 to shareholders of record on September 12, 2025.
---	---

AMITYVILLE, N.Y., August 25, 2025 /PRNewswire/ -- NAPCO Security Technologies, Inc. (NASDAQ: NSSC), one of the leading manufacturers and designers of high-tech electronic security equipment, wireless communication devices for intrusion and fire alarm systems and the related recurring service revenues as well as a provider of school safety solutions, today announced financial results for its fourth quarter of fiscal 2025.


	Three months ended June 30,								Year ended June 30,
	(dollars in thousands)								(dollars in thousands)
							% Increase/								% Increase/
Financial Highlights ^(1)^	2025			2024			(decrease)		2025			2024			(decrease)
Net Sales	$	50,724		$	50,330		0.8	%	$	181,621		$	188,820		(3.8)	%
Gross Profit	$	26,798		$	27,845		(3.8)	%	$	101,030		$	101,754		(0.7)	%
Gross Profit Margin		52.8	%		55.3	%				55.6	%		53.9	%
Net Income	$	11,632		$	13,534		(14.1)	%	$	43,406		$	49,818		(12.9)	%
Net Income as a % of Sales		22.9	%		26.9	%				23.9	%		26.4	%
Diluted EPS	$	0.33		$	0.36		(8.3)	%	$	1.19		$	1.34		(11.2)	%
Adjusted EBITDA^(2)^	$	14,249		$	15,415		(7.6)	%	$	52,126		$	58,934		(11.6)	%
Adjusted EBITDA^(2)^ as a % of Sales		28.1	%		30.6	%				28.7	%		31.2	%
Adjusted EBITDA^(2)^ Per Share	$	0.40		$	0.41		(2.4)	%	$	1.43		$	1.59	^%^	(10.1)	%
Cash Flows from Operating Activities									$	53,527		$	45,368		18.0	%

1. In millions except percentages and per share data or as otherwise noted.

2. Represents a non-GAAP financial measure. An explanation and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure are presented in the schedules accompanying this press release.

Richard Soloway, Chairman and CEO, commented, “With the completion of our fourth quarter of Fiscal 2025, our RSR remains strong as we continue to see double digit growth in Q4 and annually and gross margins at 91%. RSR represents 44% and 48% of total revenue in Q4 and annually, respectively, and our RSR has a prospective run rate of approximately $94 million based on our July 2025 recurring service revenue, which reflects approximately a $5 million increase from what was reported at the end of our third quarter of Fiscal 2025. We faced challenges with our equipment revenue performance throughout Fiscal 2025 as distributor destocking lingered throughout the year as well as timing of larger project work in our door-locking segment, however we are encouraged by the 27% increase in equipment sales from Q3 to Q4, and we are optimistic that equipment sales will grow in Fiscal 2026, and believe we are well positioned with the evolving tariff environment.

In the fourth quarter, we introduced a new generational cloud-based MVP Access platform. Easy to afford with an economical “By-Door” flat monthly recurring revenue rate, MVP Access products empower security teams to experience 24/7 security management, enabling users to lock down doors, adjust threat levels and monitor real-time events from anywhere and eliminates the need for on-premises hardware or databases. This product line is anticipated to generate future monthly recurring revenue for both locking and access control dealers and the Company.”

Mr. Soloway concluded, “Our return on adjusted EBITDA of 28% in fiscal 2025 remains robust, and we were successful in our goal of significantly reducing our inventory levels by $8.6 million, while also generating over $53 million in cash flows from operations with no debt. During fiscal 2025 we declared cash dividends of $18.6 million to our shareholders, and in addition we repurchased $36.8

million of our common stock. As we enter fiscal 2026 we remain confident that our net income, Adjusted EBITDA* and cash flow, will continue to be strong.

As such we are pleased to continue our dividend program and will be paying the next quarterly dividend of $0.14 per share on October 3, 2025 to shareholders of record on September 12, 2025.

We continue to strive to accomplish our goal of continued financial strength, product innovation, technical superiority and strong profitability, for fiscal 2026 and beyond”.

Conference Call Information

Management will conduct a conference call at 11 a.m. ET today, August 25, 2025, and in order to participate please go to the Investor Relations section of the Company website at https://investor.napcosecurity.com/events-presentations or choose https://app.webinar.net/bDwYQBoNJrd. Alternatively, interested parties may participate in the call by dialing (US) 1-800-836-8184 or 1-646-357-8785. A replay of the webcast will be available on the Investor Relations section of the Company’s website

About NAPCO Security Technologies, Inc.

NAPCO Security Technologies, Inc., is one of the leading manufacturers and designers of high-tech electronic security devices, wireless recurring communication services for intrusion and fire alarm systems as well as a provider of school safety solutions, The Company consists of four Divisions: NAPCO, plus three wholly owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. Headquartered in Amityville, New York, its products are installed by tens of thousands of security professionals worldwide in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for innovation, technical excellence and reliability, positioning the Company for growth in the multi-billion dollar and rapidly expanding electronic security market. For additional information on NAPCO, please visit the Company's web site at http://www.napcosecurity.com.

Safe Harbor Statement

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, but are not limited to, statements relating to the impact of COVID-19 pandemic; supply chain challenges and developments; the growth of recurring service revenues and annual run rate; the strength of our balance sheet; our expectations regarding future results; the introduction of new access control and locking products; the opportunities for school security products; business trends , including the replacement of 3G radios, and our ability to execute our business strategies. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those risk factors set forth in the Company's filings with the Securities and Exchange Commission, such as our annual report on Form 10-K and quarterly reports on Form 10-Q. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and the Company undertakes no duty to update such information, except as required under applicable law.

*Non-GAAP Financial Measures

Certain non-GAAP measures are included in this press release, including non-GAAP operating income, Adjusted EBITDA and Adjusted EBITDA per share (diluted). We define Adjusted EBITDA as GAAP net income plus income tax expense, net interest expense, non-cash stock-based expense, non-recurring legal expense, other non-recurring income and depreciation and amortization expense. Non-GAAP operating income does not include amortization of intangibles or stock-based compensation expense. These non-GAAP measures are provided to enhance the user's overall understanding of our financial performance. By excluding these charges our non-GAAP results provide information to management and investors that is useful in assessing NAPCO's core operating performance and in comparing our results of operations on a consistent basis from period to period. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as Adjusted EBITDA, do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. The presentation of this information is not meant to be a substitute for the corresponding financial measures prepared in accordance with generally accepted accounting principles. Investors are encouraged to review the reconciliation of GAAP to non-GAAP financial measures set forth above.

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	June 30, 2025		June 30, 2024
	(in thousands, except share data)
Assets
Current Assets
Cash and cash equivalents	$	83,081	$	65,341
Investments - other		—		26,980
Marketable securities		16,095		5,398
Accounts receivable, net of allowance for credit losses of $25 and $32 as of June 30, 2025 and June 30, 2024, respectively		30,108		31,898
Inventories		29,962		34,804
Income tax receivable		—		73
Prepaid expenses and other current assets		3,198		4,269
Total Current Assets		162,444		168,763
Inventories - non-current		11,313		15,109
Property, plant and equipment, net		9,233		9,077
Intangible assets, net		3,287		3,602
Deferred income taxes		6,476		5,428
Operating lease - Right-of-use asset		5,188		5,487
Other assets		200		286
Total Assets	$	198,141	$	207,752

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	5,742	$	7,977
Accrued expenses		8,712		10,345
Accrued salaries and wages		4,398		3,907
Dividends payable		4,992		—
Accrued income taxes		213		—
Total Current Liabilities		24,057		22,229
Accrued income taxes		143		1,122
Operating lease liability		5,335		5,512
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		29,535		28,863
Commitments and Contingencies (Note 14)
Stockholders' Equity
Common Stock, par value $0.01 per share; 100,000,000 shares authorized as of June 30, 2025 and June 30, 2024; 39,771,035 and 39,768,186 shares issued; and 35,656,421 and 36,874,471 shares outstanding, respectively.		398		398
Additional paid-in capital		25,280		23,712
Retained earnings		199,083		174,300
Less: Treasury Stock, at cost (4,114,614 and 2,893,715 shares as of June 30, 2025 and June 30, 2024, respectively)		(56,315)		(19,521)
Accumulated other comprehensive income		160		—
Total Stockholders' Equity		168,606		178,889
Total Liabilities and Stockholders' Equity	$	198,141	$	207,752

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (unaudited)


	Three Months ended June 30,
	2025		2024			2023
	(in thousands, except for share and per share data)
Net Sales:					****
Equipment revenues	$	28,298	$	29,938		$	28,551
Service revenues		22,426		20,392			16,107
		50,724		50,330			44,658
Cost of Sales:
Equipment-related expenses		21,827		20,530			19,856
Service-related expenses		2,099		1,955			1,768
		23,926		22,485			21,624

Gross Profit		26,798		27,845			23,034

Operating Expenses:
Research and development		3,232		3,027			2,364
Selling, general, and administrative expenses		11,480		10,854			8,861
Total Operating Expenses		14,712		13,881			11,225

Operating Income		12,086		13,964			11,809

Other Income:
Interest and other income, net		883		762			382
Income before Provision for Income Taxes		12,969		14,726			12,191
Provision for Income Taxes		1,337		1,192			1,626
Net Income	$	11,632	$	13,534		$	10,565

Income Per Share:
Basic	$	0.33	$	0.37		$	0.29
Diluted	$	0.33	$	0.36		$	0.28

Weighted Average Number of Shares Outstanding:
Basic		35,656,000		36,939,000			36,827,000
Diluted		35,764,000		37,232,000			37,137,000

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Year Ended June 30,
	2025		2024			2023
	(in thousands, except for share and per share data)
Net Sales:					****
Equipment revenues	$	95,291	$	113,071		$	110,062
Service revenues		86,330		75,749			59,935
		181,621		188,820			169,997
Cost of Sales:
Equipment-related expenses		72,795		79,862			90,197
Service-related expenses		7,796		7,204			6,567
		80,591		87,066			96,764

Gross Profit		101,030		101,754			73,233

Operating Expenses:
Research and development		12,581		10,763			9,328
Selling, general, and administrative expenses		42,190		37,173			33,580
Total Operating Expenses		54,771		47,936			42,908

Operating Income		46,259		53,818			30,325

Other Income:
Interest and other income, net		3,810		2,568			903
Income before Provision for Income Taxes		50,069		56,386			31,228
Provision for Income Taxes		6,663		6,568			4,101
Net Income	$	43,406	$	49,818		$	27,127

Income Per Share:
Basic	$	1.20	$	1.35		$	0.74
Diluted	$	1.19	$	1.34		$	0.73

Weighted Average Number of Shares Outstanding:
Basic		36,298,000		36,812,000			36,741,000
Diluted		36,499,000		37,066,000			37,005,000

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Fiscal Year ended June 30,
	2025		2024		2023
	(in thousands)
Cash Flows from Operating Activities
Net income	$	43,406	$	49,818	$	27,127
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,276		2,163		1,930
Gain on disposal of fixed asset		—		—		(15)
Change in accrued Interest on other investments		—		31		(470)
Unrealized (gain) loss on marketable securities		(177)		(56)		80
Realized (gain) loss on sales of marketable securities		(56)		—		—
(Recovery of) credit losses		(7)		(99)		(112)
Change to inventory reserve		643		1,691		(445)
Deferred income taxes		(1,048)		(2,776)		(2,818)
Stock-based compensation expense		1,513		1,733		1,464
Changes in operating assets and liabilities:
Accounts receivable		1,797		(5,730)		3,261
Inventories		7,995		(3,255)		1,883
Prepaid expenses and other current assets		1,071		(867)		(564)
Income tax receivable		48		2		(75)
Other assets		86		25		35
Accounts payable, accrued expenses, accrued salaries and wages, accrued income taxes		(4,020)		2,688		(6,581)
Net Cash Provided by Operating Activities		53,527		45,368		24,700
Cash Flows from Investing Activities
Purchases of property, plant, and equipment		(2,116)		(1,594)		(2,962)
Proceeds from disposal of fixed asset		—		—		38
Purchases of marketable securities		(12,835)		(206)		(148)
Proceeds from sales of marketable securities		2,556		—		—
Purchases of other investments		—		(1,351)		(35,281)
Redemption of other investments		26,980		—		10,091
Net Cash Provided by (Used in) Investing Activities		14,585		(3,151)		(28,262)
Cash Flows from Financing Activates
Proceeds from stock option exercises		54		427		85
Dividends paid		(13,632)		(13,258)		(2,298)
Repurchase of common stock		(36,794)		—		—
Net Cash Used in Financing Activities		(50,372)		(12,831)		(2,213)

Net increase (decrease) in Cash and Cash Equivalents		17,740		29,386		(5,775)
Cash and Cash Equivalents - Beginning		65,341		35,955		41,730
Cash and Cash Equivalents - Ending	$	83,081	$	65,341	$	35,955
Supplemental Cash Flow Information
Interest paid	$	—	$	14	$	16
Income taxes paid	$	8,427	$	9,330	$	8,811
Non-Cash Investing and Financing Transactions
Dividends declared and not paid	$	4,992		—		—

NAPCO SECURITY TECHNOLOGIES, INC.

NON-GAAP MEASURES OF PERFORMANCE* (unaudited)

(in thousands, except share and per share data)


	3 months ended June 30,				12 months ended June 30,
	2025		2024		2025		2024
Net income (GAAP)	$	11,632	$	13,534	$	$43,406	$	$49,818
Less:
Interest Income, net		725		762		3,356		2,568

Add:
Provision for Income Taxes		1,337		1,192		6,663		6,568
Depreciation and Amortization		571		536		2,276		2,163
EBITDA (earnings before interest, taxes, depreciation and amortization)		12,815		14,500		48,989		55,981

Adjustments for non-GAAP measures of performance:
Add: Stock based Compensation		370		857		1,513		1,733
Add: Nonrecurring Legal Expenses ^(1)^		1,064		58		1,624		1,220
Adjusted EBITDA	$	$14,249	$	$15,415	$	$52,126	$	$58,934

Denominator:
Basic Weighted Average Shares Outstanding		35,656,000		36,939,000		36,298,000		36,812,000
Effect of Dilutive Securities		108,000		293,000		201,000		254,000
Dilutes Weighted Average Shares Outstanding (Denominator)		35,764,000		37,232,000		36,499,000		37,066,000
Net Income per Diluted Shares Outstanding	$	0.33	$	0.36	$	1.19	$	1.34
Adjusted EBITDA* per Diluted Shares Outstanding	$	0.40	$	0.41	$	1.43	$	1.59

1. Nonrecurring Legal Expenses are legal fees that are determined not to be of a normal recuring nature and expenses necessary to operate the business.

Contacts:

Francis J. Okoniewski

Vice President of Investor Relations

NAPCO Security Technologies, Inc.

Office 800-645-9445 x 374

Mobile 516-404-3597

fokoniewski@napcosecurity.com