8-K
Nve Corp /New/ (NVEC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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) October 22, 2025
NVE Corp oration
(Exact name of registrant as specified in its charter)
| Minnesota | 000-12196 | 41-1424202 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 11409 Valley View Road , Eden Prairie , Minnesota | 55344 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 829-9217
(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 (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, $0.01 par value | NVEC | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company 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.
Furnished as Exhibit 99 is a press release of NVE Corporation reporting results for the quarter ended September 30, 2025.
Item 8.01. Other Events.
NVE Corporation announced that its Board of Directors approved a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable November 28, 2025 to shareholders of record as of November 3, 2025.
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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 hereunto duly authorized.
| Date October **** 2 2 , 202 5 | NVE CORPORATION<br>(Registrant)<br><br><br>/s/ DANIEL NELSON<br>Daniel Nelson<br>Principal Financial Officer |
|---|
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INDEX TO EXHIBITS
| Exhibit # | Description |
|---|---|
| 99 | Press release of NVE Corporation reporting results for the quarter endedSeptember30, 2025and announcing a quarterly dividend. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Press Release
NVE Corporation Reports Second Quarter Results and Announces Quarterly Dividend
EDEN PRAIRIE, Minn.—October 22, 2025—NVE Corporation (Nasdaq: NVEC) announced financial results today for the quarter ended September 30, 2025.
Total revenue for the second quarter of fiscal 2026 decreased 6% to $6.35 million from $6.76 million for the prior-year quarter. The decrease was due to a 68% decrease in contract research and development revenue, partially offset by a 1% increase in product sales. Net income for the second quarter of fiscal 2026 decreased 18% to $3.31 million, or $0.68 per diluted share, compared to $4.03 million, or $0.83 per share, for the prior-year quarter.
For the first six months of fiscal 2026, total revenue decreased 8% to $12.5 million from $13.5 million for the first six months of the prior year. The decrease was due to a 5% decrease in product sales and a 51% decrease in contract research and development revenue. Net income decreased 15% to $6.89 million, or $1.42 per diluted share, from $8.12 million, or $1.68 per share, for the first half of fiscal 2025.
The company also announced a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable November 28, 2025 to shareholders of record as of November 3, 2025.
“We’re pleased to report a 4% sequential increase in revenue driven by strong increases in distributor and non-defense sales, despite an expected decrease in defense sales,” said NVE President and Chief Executive Officer Daniel A. Baker, Ph.D.
NVE is a leader in the practical commercialization of spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. The company manufactures high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.
Statements used in this press release that relate to future plans, events, financial results, or performance are forward-looking statements that are subject to certain risks and uncertainties including, among others, such factors as our reliance on several large customers for a significant percentage of revenue, uncertainties related to the economic environments in the industries we serve, uncertainties related to future sales and revenues, risks and uncertainties related to tariffs, customs, duties, and other trade barriers, as well as the risk factors listed from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Contact: investor@nve.com
| NVE CORPORATION <br>STATEMENTS OF INCOME <br>QUARTERS AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024<br><br><br>(Unaudited) | ||||
|---|---|---|---|---|
| Quarter Ended September 30, | ||||
| 2025 | 2024 | |||
| Revenue | ||||
| Product sales | $ | 6,138,772 | $ | 6,104,433 |
| Contract research and development | 208,220 | 654,257 | ||
| Total revenue, net | 6,346,992 | 6,758,690 | ||
| Cost of sales | 1,378,494 | 947,254 | ||
| Gross profit | 4,968,498 | 5,811,436 | ||
| Expenses | ||||
| Research and development | 873,470 | 847,603 | ||
| Selling, general, and administrative | 436,919 | 568,241 | ||
| Total expenses | 1,310,389 | 1,415,844 | ||
| Income from operations | 3,658,109 | 4,395,592 | ||
| Interest income | 484,330 | 464,429 | ||
| Other income | 3,094 | - | ||
| Income before taxes | 4,145,533 | 4,860,021 | ||
| Provision for income taxes | 834,695 | 833,876 | ||
| Net income | $ | 3,310,838 | $ | 4,026,145 |
| Net income per share – basic | $ | 0.68 | $ | 0.83 |
| Net income per share – diluted | $ | 0.68 | $ | 0.83 |
| Weighted average shares outstanding | ||||
| Basic | 4,837,166 | 4,833,401 | ||
| Diluted | 4,839,243 | 4,840,770 | ||
| Six Months Ended Sept. 30, | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Revenue | ||||
| Product sales | $ | 12,047,342 | $ | 12,720,292 |
| Contract research and development | 404,294 | 821,642 | ||
| Total revenue, net | 12,451,636 | 13,541,934 | ||
| Cost of sales | 2,561,017 | 1,922,748 | ||
| Gross profit | 9,890,619 | 11,619,186 | ||
| Expenses | ||||
| Research and development | 1,593,701 | 1,726,131 | ||
| Selling, general, and administrative | 855,559 | 1,108,645 | ||
| Total expenses | 2,449,260 | 2,834,776 | ||
| Income from operations | 7,441,359 | 8,784,410 | ||
| Interest income | 982,538 | 958,388 | ||
| Other income | 3,905 | - | ||
| Income before taxes | 8,427,802 | 9,742,798 | ||
| Provision for income taxes | 1,541,146 | 1,619,066 | ||
| Net income | $ | 6,886,656 | $ | 8,123,732 |
| Net income per share – basic | $ | 1.42 | $ | 1.68 |
| Net income per share – diluted | $ | 1.42 | $ | 1.68 |
| Weighted average shares outstanding | ||||
| Basic | 4,837,166 | 4,833,766 | ||
| Diluted | 4,839,049 | 4,839,145 |
| NVE CORPORATION<br>BALANCE SHEETS<br>SEPTEMBER 30 AND MARCH 31, 2025 | ||||
|---|---|---|---|---|
| March 31, <br>2025 | ||||
| --- | --- | --- | --- | --- |
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | 5,107,481 | $ | 8,036,564 | |
| Marketable securities, short-term (amortized cost of 12,597,421 as of September 30, 2025, and 13,730,266 as of March 31, 2025) | 12,640,185 | 13,691,593 | ||
| Accounts receivable, net of allowance for credit losses of 15,000 | 2,440,856 | 3,589,268 | ||
| Inventories, net | 7,418,843 | 7,449,083 | ||
| Prepaid expenses and other assets | 1,163,093 | 433,414 | ||
| Total current assets | 28,770,458 | 33,199,922 | ||
| Fixed assets | ||||
| Machinery and equipment | 12,783,642 | 11,758,205 | ||
| Leasehold improvements | 2,059,853 | 1,956,309 | ||
| 14,843,495 | 13,714,514 | |||
| Less accumulated depreciation and amortization | 11,902,066 | 11,727,615 | ||
| Net fixed assets | 2,941,429 | 1,986,899 | ||
| Deferred tax assets | 1,079,733 | 1,867,069 | ||
| Marketable securities, long-term (amortized cost of 27,771,414 as of September 30, 2025, and 26,353,692 as of March 31, 2025) | 27,844,069 | 26,304,623 | ||
| Right-of-use asset – operating lease | 854,529 | 917,349 | ||
| Total assets | 61,490,218 | $ | 64,275,862 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | 229,526 | $ | 214,691 | |
| Accrued payroll and other | 585,395 | 871,169 | ||
| Operating lease | 155,800 | 83,010 | ||
| Total current liabilities | 970,721 | 1,168,870 | ||
| Long-term operating lease liability | 806,542 | 838,221 | ||
| Total liabilities | 1,777,263 | 2,007,091 | ||
| Shareholders’ equity | ||||
| Common stock | 48,372 | 48,372 | ||
| Additional paid-in capital | 19,894,256 | 19,821,106 | ||
| Accumulated other comprehensive income (loss) | 90,166 | (68,544 | ) | |
| Retained earnings | 39,680,161 | 42,467,837 | ||
| Total shareholders’ equity | 59,712,955 | 62,268,771 | ||
| Total liabilities and shareholders’ equity | 61,490,218 | $ | 64,275,862 |
All values are in US Dollars.