8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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): May 14, 2026

Commission

file number: 0-22773

NETSOL

TECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its charter)

nevada	95-4627685
(State or other Jurisdiction of	(I.R.S. Employer NO.)
Incorporation or Organization)

16000 Ventura Blvd, Suite 770

Encino, CA 91436

(Address of principal executive offices) (Zip Code)

(818) 222-9195 / (818) 222-9197

(Issuer’s telephone/facsimile numbers, including area code)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, $.01 par value per share	NTWK	NASDAQ

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. ☐

Item2.02 Results of Operations and Financial Condition.

On May 14, 2026 , NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the quarter and nine months ended March 31, 2026. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document field 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.

Exhibits

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99.1	News Release dated May 14, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NETSOL TECHNOLOGIES, INC.
Date:	May 14, 2026	/s/ Najeeb Ghauri
		NAJEEB GHAURI
		Chief Executive Officer
Date:	May 14, 2026	/s/ Sardar Mohammad Abubakr
---	---	---
		SARDAR MOHAMMAD ABUBAKR
		Chief Financial Officer

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Exhibit 99.1

NETSOLTechnologies reports record quarterly revenue and 13% year-over-year growth in Q3 fiscal 2026

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ENCINO, Calif., May 14, 2026 (GLOBE NEWSWIRE) — NETSOL Technologies, Inc. (Nasdaq: NTWK), a provider of AI-enabled solutions and services powering OEMs, dealerships and financial institutions to sell, finance and lease assets, reported its results for the third quarter of fiscal 2026 and nine months ended March 31, 2026.

●	Total<br> net revenues up 13.0% year-over-year to $19.8 million, the highest quarterly revenue in company<br> history
●	Recurring<br> subscription and support revenues up 11.7% year-over-year to $8.8 million
●	Annualized<br> recurring revenue forecasted up 7% year-over-year to $35 million
●	Gross<br> margin expanded to 55.6% from 49.8% in the prior-year period
●	Non-GAAP<br> EBITDA grew by 48.2% year-over-year to $3.4 million, for a 17.2% EBITDA margin compared with<br> 13.1% in the prior-year period
●	Reaffirmed<br> fiscal 2026 full-year revenue guidance of $73 million

ThirdQuarter Fiscal 2026 Financial Results

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Total net revenues for the third quarter of fiscal 2026 were $19.8 million, a record for the company, compared with $17.5 million in the prior-year period, an increase of 13.0%.

Recurring subscription and support revenues for the third quarter were $8.8 million, an increase of 11.7%, compared with $7.9 million in the prior-year period.

License fees for the third quarter were $4.7 million, compared with $1,198 in the prior-year period. The increase reflected higher license fees associated with the recognition of a one-time license investment from a four-year, $50 million contract extension with one of NETSOL’s longest-tenured tier-one global auto captive customers.

Services revenues for the third quarter were $6.3 million, compared with $9.7 million in the prior-year period, primarily reflecting the timing and composition of current implementation projects, as well as a one-time approximately $2.4 million pickup in the prior-year period associated with a customer contract amendment.

Gross profit for the third quarter was $11.0 million or 55.6% of net revenues, compared with $8.7 million or 49.8% of net revenues, in the prior-year period.

GAAP net income attributable to NETSOL was $1.3 million or $0.11 per diluted share, compared with $1.4 million or $0.12 per diluted share, in the prior-year period.

Non-GAAP EBITDA was $3.4 million, compared with $2.3 million in the prior-year period (see note regarding “Use of Non-GAAP Financial Measures,” below).

NineMonths Ended March 31, 2026 Financial Results

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Total net revenues for the nine months ended March 31, 2026 were $53.7 million, compared with $47.7 million in the prior-year period, an increase of 12.5%.

Recurring subscription and support revenues for the nine months were $26.9 million, an increase of 8.6%, compared with $24.7 million in the prior-year period.

Annualized recurring revenue is forecasted to increase 7% to approximately $35 million in the third quarter, compared with approximately $32.9 million in the prior-year period.

License fees for the nine months were $4.9 million, compared with $75,000 in the prior-year period.

Services revenues for the nine months were $21.9 million, compared with $22.9 million in the prior-year period.

Gross profit for the nine months was $26.0 million or 48.4% of net revenues, compared with $22.2 million or 46.6% of net revenues, in the prior-year period.

GAAP net loss attributable to NETSOL was $0.8 million or $(0.07) per diluted share, compared with GAAP net income of $0.3 million or $0.03 per diluted share, in the prior-year period.

Non-GAAP EBITDA was $3.5 million, compared with $1.9 million in the prior-year period (see note regarding “Use of Non-GAAP Financial Measures,” below).

BalanceSheet

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Cash and cash equivalents were $14.7 million at March 31, 2026, compared with $17.4 million at June 30, 2025. The change reflects the working capital impact of the four-year, $50 million contract renewal, including the timing of collection of the related annual maintenance fee invoice issued in January 2026.

Working capital was $25.3 million at March 31, 2026. NETSOL stockholders’ equity was $37.2 million or $3.14 per share at March 31, 2026.

ManagementCommentary

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Najeeb Ghauri, Founder and Chief Executive Officer of NETSOL Technologies Inc., commented:

“Ourthird quarter was a record quarter for NETSOL, with $19.8 million in total net revenues, the highest quarterly revenue in our company’shistory. The performance reflects the depth of our largest customer relationships, the continued momentum we are seeing across our unified,AI-enabled Transcend Platform and the long-term value we are creating as we extend our reach across asset finance and digital retail.”

“Therecognition of the one-time license investment associated with our four-year, $50 million contract extension with a tier-one customerof over 30 years is a tangible demonstration of the strategic importance of our long-tenured partnerships.”

“Demandfor Transcend Retail, our digital retail solution for dealerships and OEMs, continues to build, and the product is becoming a meaningfulcontributor to our recurring revenue. In fiscal 2026, we have added new dealer group customers and we are encouraged by the breadth andquality of our pipeline.”

“OnAI, we continue to embed capabilities directly into the workflows our customers run inside the Transcend Platform. Our AI-enabled creditdecisioning module within Transcend Finance is available to customers running originations on Transcend Finance, where it uses AI reasoningand agentic workflows to accelerate the pace of credit decisions, with consistency and human oversight built in. This is the model forhow we will continue to integrate AI inside our products to enhance existing customer workflows, tied to measurable customer outcomes.”

“Lookingahead, we are reaffirming our full-year fiscal 2026 revenue guidance of approximately $73 million. We remain focused on extending thedepth of our largest customer relationships, continuing to expand the Transcend Platform with embedded AI capabilities and acceleratingthe growth of Transcend Retail in the U.S. dealer market.”

Sardar Abubakr, Chief Financial Officer of NETSOL Technologies Inc., commented:

“Ourthird quarter results reflect continued profitable growth on a record $19.8 million in total net revenues. Recurring subscription andsupport revenue grew 11.7%, gross margin expanded to 55.6% and Non-GAAP EBITDA was $3.4 million, a 17.2% increase from the prior-yearperiod.”

“Forthe nine months ended March 31, 2026, total net revenues grew 12.5% to $53.7 million and Non-GAAP EBITDA increased to $3.5 million from$1.9 million in the prior-year period. Our balance sheet reflects the timing of invoicing for the renewal of our largest customer contract,with accounts receivable up to reflect the annual maintenance fee that was invoiced in January. These receivable balances have since converted to cash in the normal course of business.”

“Withcontinued growth in recurring revenue, expanding gross margins and multi-year customer contracts, we remain focused on strengtheningthe durability and quality of our revenue base while supporting long-term shareholder value creation.”

ConferenceCall

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NETSOL Technologies management will hold a conference call on Thursday, May 14, 2026, at 9:00 am Eastern Time (6:00 am Pacific Time) to discuss its results for the third quarter and nine months ended March 31, 2026. A question-and-answer session will follow management’s prepared remarks.

Participantlistening: 1-877-407-0789 or 1-201-689-8562

A live webcast of the conference call will be available here. Information about the webcast will also be available on the Investor Relations section of NETSOL’s website at www.netsoltech.com.

TelephoneReplay

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Telephone replays will be made available approximately 3 hours after conference end time.

Replaydial-in: 1-844-512-2921 or 1-412-317-6671

Replayexpiration: Thursday, May 28, 2026, at 11:59 PM ET

AccessID: 13760296

AboutNETSOL Technologies

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NETSOL Technologies delivers state-of-the-art solutions for the asset finance and leasing industry, serving automotive and equipment OEMs, auto captives and financial institutions across over 30 countries. Since its inception in 1996, NETSOL has been at the cutting edge of technology, pioneering innovations with its asset finance solutions, and today leverages advanced AI and cloud services to meet the complex needs of the global market. Renowned for its deep industry expertise, customer-centric approach and commitment to excellence, NETSOL fosters strong partnerships with its clients, ensuring their success in an ever-evolving landscape. With a rich history of innovation, ethical business practices and a focus on sustainability, NETSOL is dedicated to empowering businesses worldwide, securing its position as the trusted partner for leading firms around the globe.

Forward-LookingStatements

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Thispress release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regardingthe company’s products and services, expectations for future operations, and other statements that are not historical facts. Theseforward-looking statements may be identified by terminology such as “expects,” “anticipates,” “believes,”“intends,” “plans,” “projects,” “targets,” and similar expressions. These statementsare not guarantees of future performance and are subject to a number of risks, uncertainties, and assumptions that are difficult to predict.Factors that could cause actual results to differ materially include, but are not limited to, the timing of customer go-lives and contractrenewals, the rate of adoption of AI-enabled product capabilities, foreign currency volatility, and other factors discussed in NETSOL’smost recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission.Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. NETSOLundertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events,or otherwise.

Useof Non-GAAP Financial Measures

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This press release includes references to Non-GAAP EBITDA, which is a non-GAAP financial measure. A reconciliation of Non-GAAP EBITDA to net income attributable to NETSOL, the most directly comparable GAAP measure, together with an explanation of how management uses these measures, is provided in Schedule 4 of the financial tables that follow.

InvestorRelations Contact:

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Investor Relations

(818) 222-9195

investors@netsoltech.com

NETSOLTechnologies, Inc. and Subsidiaries

Schedule1: Consolidated Balance Sheets

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			As of
			June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	14,744,392		$	17,357,944
Accounts receivable, net of allowance of 92,025 and 355,464	16,646,299			7,527,572
Revenues in excess of billings, net of allowance of 256,812 and 34,496	18,163,507			18,230,619
Other current assets	2,767,578			3,203,468
Total current assets	52,321,776			46,319,603
Revenues in excess of billings, net - long term	2,824,298			903,766
Property and equipment, net	5,558,409			5,073,372
Right of use assets - operating leases	869,191			809,513
Other assets	7,189			32,331
Intangible assets, net	1,039,989			-
Goodwill	9,302,524			9,302,524
Total assets	71,923,376		$	62,441,109
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	8,132,384		$	8,010,844
Current portion of loans and obligations under finance leases	8,241,584			8,240,061
Current portion of operating lease obligations	479,751			433,242
Unearned revenue	10,184,195			3,029,850
Total current liabilities	27,037,914			19,713,997
Loans and obligations under finance leases; less current maturities	249,799			134,608
Operating lease obligations; less current maturities	363,430			333,374
Total liabilities	27,651,143			20,181,979
Stockholders’ equity:
Preferred stock, .01 par value; 500,000 shares authorized;	-			-
Common stock, .01 par value; 18,000,000 shares authorized; 12,785,940 shares issued and 11,846,909<br> outstanding as of March 31, 2026 , 12,700,465 shares issued and 11,761,434 outstanding as of June 30, 2025	127,862			127,008
Additional paid-in-capital	129,631,529			129,529,901
Treasury stock (at cost, 939,031 shares as of March 31, 2026 and June 30, 2025)	(3,920,856	)		(3,920,856	)
Accumulated deficit	(42,098,647	)		(41,289,080	)
Other comprehensive loss	(46,563,902	)		(46,613,208	)
Total NetSol stockholders’ equity	37,175,986			37,833,765
Non-controlling interest	7,096,247			4,425,365
Total stockholders’ equity	44,272,233			42,259,130
Total liabilities and stockholders’ equity	71,923,376		$	62,441,109

All values are in US Dollars.

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Schedule2: Consolidated Statements of Operations

	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2026			2025			2026			2025
Net Revenues:
License fees	$	4,728,411		$	1,198		$	4,918,118		$	75,115
Subscription and support		8,810,115			7,888,360			26,850,453			24,723,460
Services		6,294,117			9,654,399			21,884,473			22,880,541
Total net revenues		19,832,643			17,543,957			53,653,044			47,679,116
Cost of revenues		8,804,001			8,802,184			27,683,320			25,452,890
Gross profit		11,028,642			8,741,773			25,969,724			22,226,226
Operating expenses:
Selling, general and administrative		7,856,107			6,883,587			22,874,107			20,921,530
Research and development cost		166,384			304,788			628,440			998,406
Total operating expenses		8,022,491			7,188,375			23,502,547			21,919,936
Income from operations		3,006,151			1,553,398			2,467,177			306,290
Other income and (expenses)
Interest expense		(151,537	)		(194,742	)		(502,421	)		(689,347	)
Interest income		208,232			294,655			697,981			1,593,594
Gain (loss) on foreign currency exchange transactions		(76,178	)		321,622			(317,021	)		165,741
Other income		109,203			10,831			190,798			202,420
Total other income (expenses)		89,720			432,366			69,337			1,272,408
Net income before income taxes		3,095,871			1,985,764			2,536,514			1,578,698
Income tax provision		(781,243	)		(151,334	)		(1,477,212	)		(712,765	)
Net income (loss)		2,314,628			1,834,430			1,059,302			865,933
Non-controlling interest		(1,013,664	)		(410,462	)		(1,868,869	)		(518,212	)
Net income (loss) attributable to NetSol	$	1,300,964		$	1,423,968		$	(809,567	)	$	347,721
Net income (loss) per share:
Net income (loss) per common share
Basic	$	0.11		$	0.12		$	(0.07	)	$	0.03
Diluted	$	0.11		$	0.12		$	(0.07	)	$	0.03
Weighted average number of shares outstanding
Basic		11,823,170			11,683,408			11,795,818			11,531,365
Diluted		11,836,930			11,683,408			11,795,818			11,531,365

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Schedule3: Consolidated Statements of Cash Flows

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	For the Nine Months
	Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income	$	1,059,302		$	865,933
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		931,771			1,102,085
Provision for bad debts		337,493			1,062,515
Gain on sale of assets		(87,463	)		(28,320	)
Stock based compensation		267,400			134,884
Changes in operating assets and liabilities:
Accounts receivable		(9,180,034	)		6,408,397
Revenues in excess of billing		(1,611,662	)		(1,411,983	)
Other current assets		936,453			(344,493	)
Accounts payable and accrued expenses		123,872			(1,136,533	)
Unearned revenue		6,437,518			(6,646,170	)
Net cash provided by (used in) operating activities		(785,350	)		6,315
Cash flows from investing activities:
Purchases of property and equipment		(1,379,262	)		(897,743	)
Sales of property and equipment		85,851			63,577
Investment in associates		25,396			-
Purchase of subsidiary shares		-			(8,878	)
Increase in intangible assets		(1,039,989	)		-
Net cash used in investing activities		(2,308,004	)		(843,044	)
Cash flows from financing activities:
Proceeds from the exercise of stock options and warrants		-			473,000
Proceeds from exercise of subsidiary options		387,200			-
Dividend paid by subsidiary to non-controlling interest		-			(306,799	)
Purchase of subsidiary treasury stock		-			(1,503,662	)
Proceeds from bank loans		1,076,226			2,451,256
Payments on finance lease obligations and loans - net		(1,093,671	)		(247,496	)
Net cash provided by financing activities		369,755			866,299
Effect of exchange rate changes		110,047			(381,996	)
Net increase (decrease) in cash and cash equivalents		(2,613,552	)		(352,426	)
Cash and cash equivalents at beginning of the period		17,357,944			19,127,165
Cash and cash equivalents at end of period	$	14,744,392		$	18,774,739

Schedule4: Reconciliation of GAAP Net Income (Loss) to Non-GAAP EBITDA

	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2026			2025			2026			2025
Net Income (loss) attributable to NetSol	$	1,300,964		$	1,423,968		$	(809,567	)	$	347,721
Non-controlling interest		1,013,664			410,462			1,868,869			518,212
Income taxes		781,243			151,334			1,477,212			712,765
Depreciation and amortization		307,419			363,503			931,771			1,102,085
Interest expense		151,537			194,742			502,421			689,347
Interest (income)		(208,232	)		(294,655	)		(697,981	)		(1,593,594	)
EBITDA	$	3,346,595		$	2,249,354		$	3,272,725		$	1,776,536
Add back:
Non-cash stock-based compensation		61,000			39,750			267,400			134,884
Adjusted EBITDA, gross	$	3,407,595		$	2,289,104		$	3,540,125		$	1,911,420
Less non-controlling interest (a)		(1,202,196	)		(510,908	)		(2,294,175	)		(718,218	)
Adjusted EBITDA, net	$	2,205,399		$	1,778,196		$	1,245,950		$	1,193,202
Weighted Average number of shares outstanding
Basic		11,823,170			11,683,408			11,795,818			11,531,365
Diluted		11,836,930			11,683,408			11,809,578			11,531,365
Basic adjusted EBITDA	$	0.19		$	0.15		$	0.11		$	0.10
Diluted adjusted EBITDA	$	0.19		$	0.15		$	0.11		$	0.10
(a)The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to<br> non-controlling interest is as follows
Net Income (loss) attributable to non-controlling interest	$	1,013,664		$	410,462		$	1,868,869		$	518,212
Income Taxes		139,102			41,891			274,702			214,892
Depreciation and amortization		70,107			87,504			214,969			269,185
Interest expense		43,604			54,461			143,512			202,289
Interest (income)		(64,281	)		(83,410	)		(207,877	)		(491,422	)
EBITDA	$	1,202,196		$	510,908		$	2,294,175		$	713,156
Add back:
Non-cash stock-based compensation		-			-			-			5,062
Adjusted EBITDA of non-controlling interest	$	1,202,196		$	510,908		$	2,294,175		$	718,218