Executive Summary
BK Technologies Corporation (NYSE American: BKTI) (together with its wholly owned subsidiaries, "BK," the "Company," ''we" or ''us") is a holding company that, through BK Technologies, Inc., its operating subsidiary, provides public safety grade communications products and services designed to make first responders safer and more efficient. All operating activities described herein are undertaken by our operating subsidiary.
In business for over 70 years, BK operates one business segment through its operating subsidiary, BK Technologies, Inc. BK has two product groups within the segment: LMR Radio and Solutions.
The Radio product group designs, manufactures and markets wireless communications products and related accessories consisting of two-way land mobile radios ("LMRs"). Two-way LMRs can be radios that are hand-held (portable) or installed in vehicles (mobile).
Generally, BK Technologies-branded products serve government markets, including, but not limited to, emergency response, public safety, homeland security and military customers of federal, state and municipal government agencies, as well as various industrial and commercial enterprises. We believe that our products and solutions provide superior value by offering high specification, ruggedized, durable, reliable, feature rich, Project 25 ("P25") compliant radio products at a lower cost relative to comparable offerings.
The Solutions product group focuses on delivering innovative products and smartphone applications which operate ubiquitously over public cellular networks. Our BK ONE branded solutions are designed to provide advanced field applications that enhance situational awareness, decision-making and interagency coordination that enable the first responder to be safer and more efficient. Our BK ONE portfolio provides law enforcement improved safety and productivity, fire incident first responders more situational awareness and EMS first responders with enhanced patient safety and advanced care measures. When tethered to our radios, the combined solution offers an enhanced user experience with more unique capability which increases the sales reach of our radios.
The Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, decreasing consumer confidence and spending, the introduction of or changes in tariffs or trade barriers, supply chain and labor disruptions, materials shortages, political and social unrest, geopolitical conflicts, and global or local recession. Such changes in domestic and global macroeconomic conditions may lead to increased costs for the business. Additionally, these macroeconomic trends could adversely affect the Company's customers, which could impact their willingness to spend on the Company's products and services, or their ability to make payments, which could harm the collection of accounts receivable and financial results. The world's financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or recession, foreign currency fluctuations and volatility in the valuations of securities generally. As a result, the Company's ability to access capital markets and other funding sources in the future may not be available on commercially reasonable terms, if at all. The rapid development and fluidity of these situations precludes any prediction as to the ultimate impact they will have on the Company's business, financial condition, results of operation and cash flows, which will depend largely on future development.
Customer demand and orders for our products were strong during fiscal year 2025 and continued during the first three months of 2026. Our backlog of unshipped customer orders was approximately $8.7 million and $14.2 million as of March 31, 2026, and December 31, 2025, respectively. Changes in the backlog were attributed primarily to the timing of orders and their fulfillment.
For the three months ended March 31, 2026, sales increased approximately 11.8% to approximately $21.3 million, compared with $19.1 million for the same period of fiscal year 2025. The increase was attributed primarily to the shipments of BKR series radio product and accessories sales. Gross profit margins as a percentage of sales for the three months ended March 31, 2026, were 51.8%, compared with 47.0% for the comparative fiscal year 2025 quarter, generally reflecting radio product and accessories sales mix. Selling, general, and administrative (“SG&A”) expenses for the three months ended March 31, 2026, totaled approximately $7.7 million (36.4% of sales), compared with $6.0 million (31.7% of sales) in the same period of fiscal year 2025. We recognized operating income for the three months ended March 31, 2026, of approximately $3.3 million, compared with operating income of approximately $2.9 million for the same period of fiscal year 2025.
For the three months ended March 31, 2026, we recognized other income, net totaling approximately $155,000. This compares with other expenses, net totaling $114,000 for the same period of fiscal year 2025.
For the three months ended March 31, 2026, the pretax income totaled approximately $3.4 million, compared with pretax income of approximately $2.8 million for same period of fiscal year 2025.
We recognized tax expense of $0.7 million for the three-month period ended March 31, 2026, and approximately $0.7 million for the same period of fiscal year 2025.
Net income for the three months ended March 31, 2026, totaled approximately $2.8 million ($0.74 per basic and $0.69 per diluted share), compared with a net income of approximately $2.1 million ($0.60 per basic and $0.55 per diluted share) for the same period last year. The primary factors for the improvement for the three months ended March 31, 2026, compared to the same period of fiscal year 2025, were radio product unit sales growth and increases in BKR9000 multi-band product sales mix.
As of March 31, 2026, working capital totaled approximately $41.4 million, of which $36.1 million was comprised of cash, cash equivalents, and trade receivables. This compares with working capital totaling approximately $37.3 million at 2025 year-end, which included $30.0 million of cash, cash equivalents, and trade receivables.
We may experience fluctuations in our quarterly results, in part, due to governmental customer spending patterns that are influenced by government fiscal year-end budgets and appropriations. We may also experience fluctuations in our quarterly results, in part, due to our sales to federal and state agencies that participate in wildland fire-suppression efforts, which may be greater during the summer season when forest fire activity is heightened. In some years, these factors may cause an increase in sales for the second and third quarters, compared with the first and fourth quarters of the same fiscal year. Such increases in sales may cause quarterly variances in our cash flow from operations and overall financial condition.
Available Information
Our Internet website address is www.bktechnologies.com. The information contained on or accessible from our website is not incorporated by reference in this report. Any reference to our website is intended to be an inactive textual reference only. We make available on our Internet website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to these reports as soon as practicable after we file such material with, or furnish it to, the SEC. In addition, our Code of Business Conduct and Ethics, Code of Ethics for the CEO and Senior Financial Officers, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and other corporate governance policies are available on our website under “Investor Relations.” A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department. The SEC maintains an internet site that contains reports, proxy and information statements, and other information filed by the Company at http://www.sec.gov. All reports that the Company files with or furnishes to the SEC also are available free of charge via the SEC’s website.
First Quarter and Three Months Summary
Customer demand and new orders for our products was $17.3 million during the three months ended March 31, 2026, compared to $16.8 million for the same period of fiscal year 2025. The increase in new orders for the three months ended March 31, 2026, compared to the same period last year was primarily due to higher state agency orders in the first three months of 2026.
For the first quarter of 2026, sales increased 11.8% to approximately $21.3 million, compared with approximately $19.1 million of sales for the first quarter of fiscal year 2025. Gross profit margin as a percentage of sales for the first quarter of 2026 was approximately 51.8%, compared with 47.0% for the same period of fiscal year 2025, generally reflecting BKR radio product and accessories sales mix compared to the first quarter of fiscal year 2025. Selling, general, and administrative (“SG&A”) expenses for the first quarter of 2026 totaled approximately $7.7 million, which was 28.3% higher than the SG&A expenses of approximately $6.0 million for the first quarter of fiscal year 2025. The increase in SG&A expenses was attributed primarily due to software and new product development costs. These factors yielded operating income of approximately $3.3 million for the three-month period ended March 31, 2026, compared with operating income of approximately $2.9 million for the same period of fiscal year 2025.
For the first quarter of 2026, we recognized other net income of approximately $155,000 on interest income on our cash investments and other expenses, compared to approximately $114,000 other expense, primarily related to other expenses for the same period of fiscal year 2025.
Net income for the three months ended March 31, 2026, was approximately $2.8 million ($0.74 per basic and $0.69 per diluted share), compared with net income of approximately $2.1 million ($0.60 per basic and $0.55 per diluted share) for the same quarter last year. The primary factors for the improvement for the three-month period ended March 31, 2026, compared to the same period of fiscal year 2025, were radio product unit sales growth and increases in BKR9000 multi-band product sales mix.
As of March 31, 2026, working capital totaled approximately $41.4 million, of which approximately $36.1 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2025, working capital totaled approximately $37.3 million, of which approximately $30.0 million was comprised of cash, cash equivalents and trade receivables.
Results of Operations
As an aid to understanding our operating results for the periods covered by this report, the following table shows selected items from our condensed consolidated statements of operations expressed as a percentage of sales:
| Line item | Percentage of Sales · Three Months EndedMarch 31, 2026 | Percentage of Sales · Three Months EndedMarch 31, 2025 |
|---|---|---|
| Sales | 100.0% | 100.0% |
| Cost of products | (48.2) | (53.0) |
| Gross margin | 51.8 | 47.0 |
| Selling, general and administrative expenses | (36.4) | (31.7) |
| Other income (expense) | 0.7 | (0.6) |
| Income before income taxes | 16.2 | 14.7 |
| Income tax (expense) | (3.2) | (3.5) |
| Net income | 13.0% | 11.2% |
(1) Amounts may not foot due to rounding.
Net Sales
For the first quarter ended March 31, 2026, net sales increased 11.8% to approximately $21.3 million, compared with approximately $19.1 million for the same quarter of fiscal year 2025.
Sales for the first quarter ended March 31, 2026, were attributed primarily to state and local public safety opportunities. From a product perspective, the primary contributor to orders and shipments during the first quarter ended March 31, 2026, was our BKR series radios and related accessories. The BKR Series is envisioned as a comprehensive line of new products, which includes new models such as the BKR 9000, which achieved first sales in the second quarter of 2023.
We believe that the BKR Series products should increase our addressable market by expanding the number of Federal, state and local public safety customers that may purchase our products. However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors. Accordingly, we cannot assure that we will be able to develop additional BKR Series products on the anticipated timelines, or at all, or that sales will occur under particular contracts, or that our sales prospects will otherwise be realized.
While the potential impacts of the current administration's tariff policies, material shortages, lead-times, high inflation and ongoing geopolitical conflicts in the Middle East, Ukraine and other geopolitical events remain uncertain in the coming months and quarters, such effects have the potential to adversely impact our customers and our supply chain. Such negative effects on our customers and suppliers could adversely affect our future sales, gross profit margins, operations and financial results.
Cost of Products and Gross Profit Margin
Gross profit margins as a percentage of sales for the first quarter ended March 31, 2026, were approximately 51.8% compared with 47.0% for the same quarter of fiscal year 2025. Our cost of products and gross profit margins are primarily derived from material, labor, and overhead costs, product mix, manufacturing volumes and pricing. The increase in gross profit margins for the three-months ended March 31, 2026, compared to the same period of fiscal year 2025, generally reflect radio product and accessories sales mix.
We utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs. While we anticipate continuing to do so in the future, we have increased and are continuing to increase our utilization of contract manufacturing resources, which provides increased flexibility for our production capacity to meet increased demand. We believe that our current manufacturing capabilities and contract relationships or comparable alternatives will continue to be available to us. However, we may encounter new product costs and competitive pricing pressures in the future and the extent of their impact on gross margins, if any, is uncertain.
Selling, General and Administrative Expenses
SG&A expenses consist of marketing, sales, commissions, engineering, product development, management information systems, accounting, headquarters, and non-cash share-based employee compensation expenses.
SG&A expenses for the quarter ended March 31, 2026, totaled approximately $7.7 million (36.4% of sales), compared with approximately $6.0 million (31.7% of sales) for the same quarter of fiscal year 2025.
Engineering and product development expenses for the first quarter of 2026 totaled approximately $3.7 million (17.2% of sales), compared with approximately $2.5 million (13.3% of sales) for the same quarter of fiscal year 2025. The increase in engineering expenses was attributed primarily to development costs for the BKR multi-band mobile radio product and restricted stock unit issuance costs described in Note 6 (Non-Cash Share-Based Employee Compensation**)** to the condensed consolidated financial statements included in this report. Most of these activities were being performed by our internal engineering team and were their primary focus, combined with sustaining engineering support for our existing products. The precise date for developing and introducing new products is uncertain and can be impacted by, among other things, supply chain shortages, including the impact of tariffs and certain component lead times in coming months and quarters.
Marketing and selling expenses for the first quarter of 2026 totaled approximately $1.8 million (8.5% of sales), compared with approximately $1.7 million (9.1% of sales) for the first quarter of fiscal year 2025. The increase in marketing and selling expenses for the three months ended March 31, 2026 was attributed primarily to additional salespeople and increased trade show participation.
Other general and administrative expenses for the first quarter of 2026 totaled approximately $2.3 million (10.6% of sales), compared with approximately $1.8 million (9.3% of sales) for the same period of fiscal year 2025. The increase in other general and administrative expenses for the three months ended March 31, 2026, was attributed primarily to non-cash stock compensation and the non-recurring nature of certain corporate consulting expenses compared to the three months ended March 31, 2025.
Operating Income
Operating income for the quarter ended March 31, 2026, totaled approximately $3.3 million (15.4% of sales), compared with operating income of approximately $2.9 million (15.3% of sales) for the same period of fiscal year 2025. The operating income improvement for the three months ended March 31, 2026, compared to the same period last year, was attributed to sales growth and higher gross profit margins related to improved product sales mix.
Other Income (Expense)
We recorded net interest income of approximately $169,000 for the quarter ended March 31, 2026, compared with approximately $3,000 net interest income for the first quarter of fiscal year 2025.
Income Taxes
We recorded approximately $682,000 and $670,000 tax expense for the three months ended March 31, 2026, and 2025, respectively.
Our income tax provision is based on the effective tax rate for the year. The tax expense in any period may be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, we may experience fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.
As of March 31, 2026, our net deferred tax assets totaled approximately $4.9 million and were primarily derived from capitalized software and systems integration costs and deferred revenue.
In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years. We analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.
Based on our analysis of all available evidence, both positive and negative, we have concluded that, except for the capital loss carryforward of approximately $851,000, we will have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. We cannot presently estimate what, if any, changes to the valuation of our deferred tax assets may be deemed appropriate in the future. If we incur future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of March 31, 2026.
Liquidity and Capital Resources
For the three months ended March 31, 2026, net cash provided by operating activities totaled approximately $6.8 million, compared with cash provided by operating activities of approximately $2.5 million for the same fiscal year period of 2025. Cash provided by operating activities for the three months ended March 31, 2026, was primarily related to net income of $2.8 million, an increase of $1.8 million in accounts payable, a decrease of $0.6 million in inventories, an increase of $0.5 million in deferred revenues, partially offset by a decrease of $0.4 million in accrued compensation and related taxes and a decrease of $0.4 million in prepaid expenses and other current assets.
For the first three months of 2026, we had net income of approximately $2.8 million, compared with a net income of approximately $2.1 million for the same period of fiscal year 2025. Accounts receivable decreased approximately $0.1 million during the three months ended March 31, 2026, compared with an increase of approximately $2.8 million for the same period of fiscal year 2025, primarily due to the timing of customer collections in the first three months of fiscal year 2026 and 2025. Inventories decreased during the three months ended March 31, 2026, by approximately $0.6 million compared to a decrease of approximately $1.4 million for the same period of fiscal year 2025. The decrease in inventories during the three months ended March 31, 2026 was primarily attributed to a decrease in finished goods somewhat offset by an increase in work in process materials. Accounts payable for the three months ended March 31, 2026, increased approximately $1.8 million, compared with an increase of approximately $0.8 million for the same period of fiscal year 2025, primarily due to the increased purchases of finished goods during the quarter ended March 31, 2026. Accrued other expenses increased during the first three months of 2026 by approximately $0.3 million compared with an increase of $0.8 million for the same period of fiscal year 2025. Depreciation and amortization totaled approximately $0.7 million for the three months ended March 31, 2026, compared with approximately $0.4 million for the same period of fiscal year 2025. Depreciation and amortization are primarily related to manufacturing and engineering equipment.
Cash used in investing activities for the three months ended March 31, 2026, totaled approximately $0.5 million, compared with approximately $0.7 million for the same period of fiscal year 2025. The cash used for the three-month period ended March 31, 2026, was attributed primarily to purchases of engineering equipment and tooling, compared to cash used for the three-month period ended March 31, 2025, which was also primarily attributed to capitalized software and system implementation costs and the purchase of engineering and manufacturing related equipment.
For the three months ended March 31, 2026, approximately $166,000 was used in financing activities, primarily attributable to the repurchase of common stock, compared with cash provided by financing activities of approximately $13,000 for the same period of fiscal year 2025.
Our cash and cash equivalents balance on March 31, 2026, was approximately $29.0 million. We believe these funds, combined with anticipated cash generated from operations and borrowing availability under our Fifth Third credit agreement, are sufficient to meet our working capital requirements for the foreseeable future. We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our common stock and opportunities for uses of any proceeds, engage in public or private offerings of equity or debt securities to increase our capital resources. However, financial and economic conditions, including those resulting from supply chain delays or interruptions, labor shortages, wage pressures, rising inflation, geopolitical events, the impacts of tariffs, and other force majeure events, could result in volatility in the financial and capital markets and could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all. We also face other risks that could impact our business, liquidity, and financial condition.
On October 30, 2024, the Company's subsidiary, BK Technologies, Inc. entered into a Revolving Loan Commitment with Fifth Third Bank, National Association (“Fifth Third”) which was amended on October 30, 2025 (as amended, the “RLC”). The Fifth Third RLC provides for a revolving line of credit with a maximum commitment of $6.0 million, with an accordion feature, if certain conditions are met, for up to an additional $8.0 million of borrowing capacity, totaling a maximum commitment of $14.0 million. The RLC will mature on October 30, 2028. Each advance shall accrue interest on the outstanding principal amount thereof at a range of SOFR plus 1.75% to 2.25% per annum, based on certain total debt coverage ratios. Each advance may be prepaid at any time without penalty and the entire line of credit commitment may be permanently terminated by BK Technologies, Inc. at any time upon 10 days’ prior written notice to the lender without penalty. The Company has not utilized funding and there were no borrowings under the RLC agreement as of March 31, 2026, and as of the date of filing this report.
BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and secured by a pledge of essentially all of the assets of the Company and BK Technologies, Inc. The Company is subject to customary negative covenants, including with respect to our ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions. BK Technologies, Inc. must also comply with: (i) a maximum total funded debt ratio of 2.00 to 1.00; (ii) a fixed charge coverage ratio of 1.2 to 1.0 as measured on a rolling twelve-month basis, each measured at the end of each fiscal quarter and (iii) a requirement that the outstanding principal balance under the RLC will be $0 for at least 30 consecutive days during each annual period ending on October 30.
The Fifth Third RLC agreement provided for customary events of default, including: (1) failure to pay principal, interest or fees under the RLC when due and payable; (2) failure to comply with other covenants and agreements contained in the Revolving Loan Commitment agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, Fifth Third may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.
Critical Accounting Policies
Our critical accounting policies include our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions. These processes affect our reported revenues and current assets and are, therefore, critical in assessing our financial and operating status. We regularly evaluate these processes in preparing our financial statements. The processes for revenue recognition, allowance for collection of trade receivables, allowance for excess or obsolete inventory and income taxes involve certain assumptions and estimates that we believe to be reasonable under present facts and circumstances. These estimates and assumptions, if incorrect, could adversely impact our operations and financial position.
The Company accounts for the costs of Land Mobile Radio (LMR) multi-band development within its products in accordance with ASC Topic 350-30, “ Intangibles – Goodwill and Other,” under which certain LMR multi-band radio software and systems integration costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products. The Company began amortization of the multi-band mobile radio development costs for a period of 32 months, beginning on January 1, 2026.
There were no other changes to our critical accounting policies during the three months ended March 31, 2026.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” the Company is not required to include the disclosure under this Item.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2026, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of our business. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending on the size of loss or our income for that particular period.
On February 3, 2026, the Company filed a complaint with the United States District Court for the Eastern District of Texas, alleging patent infringement against AT&T Mobility LLC and AT&T Services, Inc. ( collectively, "AT&T") and requesting monetary and injunctive relief. As of the date of filing of this report on Form 10-Q, AT&T has responded to the Company's complaint and is reviewing resolution alternatives.
As of the date of this filing, there have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. The Risk Factors set forth in the 2025 Form 10-K should be read carefully in connection with evaluating our business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described in the 2025 Form 10-K could materially adversely affect our business, financial condition, or future results and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Program
On December 21, 2021, the Company announced that the Board authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5.0 million of its common shares. Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The program does not have an expiration date. Any repurchases would be funded using cash on hand and cash from operations. The actual timing, manner, and number of shares repurchased under the program will be determined by management and the Board at their discretion and will depend on several factors, including the market price of the Company’s common shares, general market and economic conditions, alternative investment opportunities, and other business considerations in accordance with applicable securities laws and exchange rules. The authorization of the share repurchase program does not require BK Technologies to acquire any particular number of shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The following table provides information about purchases made by us of our common stock for each month included in the first quarter of 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | Total Number ofShares Purchased | Average PricePaid Per Share | Total Number of Shares · Purchased as Part of · Publicly AnnouncedPlans or Programs | Approximate Dollar Value · of Shares that May Still be · Purchased Under thePlans or Programs |
|---|---|---|---|---|
| January 1–31, 2026 | — | — | — | $3,751,601 |
| February 1–28, 2026 | — | — | — | $3,751,601 |
| March 1–31, 2026 | 3,082 | 72.29 | 22,217 | $3,528,714 |
| Quarter Ended March 31, 2026 | 3,082 | $72.29 | 22,217 | $3,528,714 |
During the quarter ended March 31, 2026, none of the Company’s directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
Exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index below.
Exhibit Index
- Exhibit Number Description
- Exhibit 3.1 Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed March 17, 2022)
- Exhibit 3.1.1 Certificate of Amendment to Articles of Incorporation (incorporated by reference from Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K filed March 17, 2022)
- Exhibit 3.1.2 Certificate of Change to Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 28, 2023)
- Exhibit 3.2 Bylaws (incorporated by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed March 28, 2019)
- Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
- Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
- Exhibit 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S‑K)
- Exhibit 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S‑K)
- Exhibit 101.INS Inline XBRL Instance Document
- Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document
- Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
- Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
- Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
- Exhibit 101.DEF Inline XBRL Taxonomy Definition Linkbase Document
- Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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- Management contract or compensatory plan or arrangement.
-
Certain exhibits and schedules to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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