What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-06 · 191 added, 396 removed, 448 unchanged (57% of the section changed)

3 unchanged sentences

( In thousands, except share data)

September 30,

Current assets:

10 unchanged sentences

Deferred tax assets, net

Capitalized product development cost

Capitalized software and systems integration costs, net

$ 68,775 $ 63,760

11 unchanged sentences

Long-term operating lease liabilities

Long-term uncertain tax position liability

Deferred revenue

Deferred revenue, net of current portion

Total liabilities

9 unchanged sentences

10,000,000 authorized shares;

4,084,386 and 3,913,959 issued, and 3,742,306 and 3,571,879 outstanding shares as of September 30, 2025 and December 31, 2024, respectively

4,105,556 and 4,092,056 issued, and 3,744,151 and 3,733,733 outstanding shares as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

52,271 51,803

Accumulated deficit

Retained earnings (accumulated deficit)

448 ( 2,314 )

Treasury stock, at cost, 342,080 shares as of September 30, 2025, and December 31, 2024

Treasury stock, at cost, 361,405 shares as of March 31, 2026, and 358,323 shares as of December 31, 2025

( 7,469 ) ( 7,246 )

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

$ 21,293 $ 19,054

1 unchanged sentence

10,263 10,104

12,189 7,836 31,177 21,671

Selling, general and administrative expenses:

Engineering and product development

2,771 1,861 7,805 5,922

Marketing and selling

2,130 1,459 5,910 4,617

General and administrative

2,443 1,905 5,704 5,513

Total selling, general and administrative expenses

7,344 5,225 19,419 16,052

Operating income

4,845 2,611 11,758 5,619

Other income (expense):

Net interest income (expense)

94 ( 1 ) 136 ( 281 )

Gain on disposal of property, plant and equipment

Loss on investments

Interest income, net

Other expense

1 unchanged sentence

Total other income (expense), net

43 ( 7 ) ( 52 ) ( 429 )

Income before income taxes

4,888 2,604 11,706 5,190

Provision for income tax expense

13 unchanged sentences

(In thousands, except share and per share data) (Unaudited)

Retained Earnings

Balance at December 31, 2025

3,913,959 $ 2,348 $ 49,386 $ ( 15,850 ) $ ( 6,053 ) $ 29,831

Common stock issued under restricted stock units

13,764 7 ( 7 ) — — —

Common stock issued-stock options

1,148 1 12 — — 13

Stock option exercises

Share-based compensation expense-stock options

— — 118 — — 118

Share-based compensation expense-restricted stock units

— — 275 — — 275

— — — 2,132 — 2,132

Repurchase of common stock

Balance at March 31, 2026

3,928,871 2,356 49,784 ( 13,718 ) ( 6,053 ) 32,369

Common stock issued under restricted stock units

2,156 1 ( 1 ) — — —

Common stock issued-stock options

14,465 10 218 — — 228

Common stock issued - exercised warrants

89,764 54 ( 54 ) — — —

Share-based compensation expense-stock options

— — 126 — — 126

Share-based compensation expense-restricted stock units

— — 299 — — 299

— — — 3,741 — 3,741

Balance at June 30, 2025

4,035,256 2,421 50,372 ( 9,977 ) ( 6,053 ) 36,763

Common stock issued under restricted stock units

41,540 25 ( 25 ) — — —

Common stock issued-stock options

7,171 4 110 — — 114

Common stock issued - exercised warrants

419 1 ( 1 ) — — —

Share-based compensation expense-stock options

— — 380 — — 380

Share-based compensation expense-restricted stock units

— — 257 — — 257

— — — 3,436 — 3,436

Balance at September 30, 2025

4,084,386 $ 2,451 $ 51,093 $ ( 6,541 ) $ ( 6,053 ) $ 40,950

Balance at December 31, 2024

2 unchanged sentences

13,764 7 ( 7 ) — — —

Share-based compensation expense-stock options

— — 55 — — 55

Share-based compensation expense-restricted stock units

— — 121 — — 121

Treasury shares

— — — — ( 651 ) ( 651 )

— — — 681 — 681

Balance at March 31, 2024

3,871,792 2,323 48,775 ( 23,528 ) ( 6,053 ) 21,517

Common stock issued under restricted stock units

6,006 4 ( 4 ) — — —

Share-based compensation expense-stock options

— — 77 — — 77

Share-based compensation expense-restricted stock units

— — 148 — — 148

— — — 1,664 — 1,664

Balance at June 30, 2024

3,877,798 2,327 48,996 ( 21,864 ) ( 6,053 ) 23,406

Common stock issued under restricted stock units

21,327 12 ( 12 ) — — —

Common stock issued - exercised warrants

Stock option exercises

1,148 1 12 — — 13

4 unchanged sentences

— — — 2,132 — 2,132

Balance at September 30, 2024

Balance at March 31, 2025

3,928,871 2,356 49,784 ( 13,718 ) ( 6,053 ) 32,369

3 unchanged sentences

( In thousands ) ( Unaudited )

Nine Months Ended

September 30,

Three Months Ended

Operating activities

2 unchanged sentences

Inventories allowances

Allowance for credit losses

Amortization of deferred finance and other assets

Deferred taxes

Non-cash lease adjustments

Deferred taxes expense (benefit)

343 ( 1,544 )

2 unchanged sentences

Share-based compensation expense-restricted stock units

Gain on sale of equipment

Loss on investments

Changes in operating assets and liabilities:

Trade accounts receivable, net

( 230 ) ( 1,565 )

( 1,810 ) 5,251

Prepaid expenses and other current assets

Operating lease ROU assets and lease liabilities

Accounts payable

4,509 ( 3,931 )

Long-term uncertain tax position liability

Accrued compensation and related taxes

( 425 ) ( 534 )

Accrued warranty expense

( 119 ) ( 16 )

Deferred revenue

Accrued other expenses and other current liabilities

( 1,259 ) 765

Net cash provided by operating activities

2 unchanged sentences

( 476 ) ( 268 )

Capitalized product development cost

( 1,516 ) ( 751 )

Capitalized software and systems integration costs

Net cash used in investing activities

1 unchanged sentence

Financing activities

Proceeds from common stock issuance

Proceeds from the credit facility and notes payable

Repayment of the credit facility and notes payable

Net cash provided by (used in) financing activities

355 ( 6,622 )

Proceeds from exercise of common stock options

Repurchase of common stock

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

(In thousands, except share and per share data and percentages or as otherwise noted)

1 unchanged sentence

Basis of Presentation

The condensed consolidated balance sheet as of September 30, 2025 , the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 , and 2024 , the condensed consolidated statement of changes in equity for the three and nine months ended September 30, 2025 , and 2024 , and the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 , and 2024 , have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited but include all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The condensed consolidated balance sheet as of March 31, 2026 , the condensed consolidated statements of operations for the three months ended March 31, 2026 , and 2025 , the condensed consolidated statement of changes in stockholders' equity for the three months ended March 31, 2026 , and 2025 , and the condensed consolidated statements of cash flows for the three months ended March 31, 2026 , and 2025 , have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited but include all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The condensed consolidated balance sheet as of December 31, 2025 , has been derived from the Company’s audited consolidated financial statements at that date.

2 unchanged sentences

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2025 , as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026.

The results of operations for the three and nine months ended September 30, 2025 , and 2024 , are not necessarily indicative of the operating results for a full year.

The results of operations for the three months ended March 31, 2026 , and 2025 , are not necessarily indicative of the operating results for a full year.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the three -months ended March 31, 2026, as compared to those disclosed in the consolidated financial statements included in the Company’s Annual Report on the Form 10 -K for the year ended December 31, 2025.

Principles of Consolidation

5 unchanged sentences

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities.

As of September 30, 2025 , and December 31, 2024 , the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, and other liabilities.

As of March 31, 2026 , and December 31, 2025 , the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

Accounting Pronouncements

The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective basis while retrospective application is permitted.

The Company will adopt the ASU and will make the applicable disclosure, as required, on its Annual Report Form 10 -K for the year ended December 31, 2025.

The Company does not expect the adoption of ASU 2023 - 09 to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

17 unchanged sentences

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The table below summarizes the significant categories regularly reviewed by the chief operating decision maker for the three and nine months ended September 30, 2025, and 2024, respectively:

The table below summarizes the significant categories regularly reviewed by the chief operating decision maker for the three months ended March 31, 2026, and 2025, respectively:

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024 September 30, 2025 September 30, 2024

March 31, 2026

March 31, 2025

$ 21,293 $ 19,054

1 unchanged sentence

10,263 10,104

12,189 7,836 31,177 21,671

Engineering and product development

2,771 1,861 7,805 5,922

Marketing and selling

2,130 1,459 5,910 4,617

General and administrative

2,443 1,905 5,704 5,513

Selling, general and administrative expenses

7,344 5,225 19,419 16,052

Operating income

4,845 2,611 11,758 5,619

Other income (expense) (a)

Income tax (expense)

( 682 ) ( 670 )

2 unchanged sentences

Reconciliation of profit

Adjustments and reconciling item

Loss on investments

Income tax expense

( 1,452 ) ( 247 ) ( 2,397 ) ( 488 )

Adjustments and reconciling items

Consolidated net income

2 unchanged sentences

Significant Events and Transactions

As we continue through 2025 the Solutions product group will continue to expand to include public safety solutions that provide for improved interoperability which will make the first responder safer and more efficient when operating in the field.

The new Solutions product group will also continue to build a portfolio of solutions under a new brand, BK ONE.

BK ONE includes SaaS solutions such as InteropONE as well as future software and hardware applications.

On October 30, 2024, a wholly owned subsidiary of the Company entered into a new credit facility with Fifth Third Bank, National Association, which provides for a one -year revolving line of credit with a maximum commitment of $ 6,000 , with an accordion feature, if certain conditions are met, for up to a maximum commitment of $ 10,000 .

For additional information, see Note 10 of the condensed consolidated financial statements.

Allowance for Credit Losses

The allowance for credit losses on trade receivables was approximately $ 50 on gross trade receivables of $ 7,629 and $ 7,399 as of September 30, 2025 , and December 31, 2024 , respectively.

The measurement and recognition of credit losses involves the use of judgment and represents management’s estimate of expected lifetime credit losses based on historical experience and trends, current conditions, and forecasts.

The Company’s assessment of expected credit losses includes consideration of historical credit loss experience, the aging of account balances, customer concentrations, customer creditworthiness, and current and expected economic, market and industry factors affecting the Company’s customers, including their financial condition.

The Company evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics.

The Company may also establish an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated.

If the Company’s actual collections experience changes, revisions to the allowance may be required.

Amounts are written off against the allowance when all attempts to collect a receivable have failed, and reversals of previously reserved amounts are recognized if a specifically reserved item is settled for an amount exceeding the previous estimate.

Based on information available, management believes the allowance for credit losses as of September 30, 2025 and December 31, 2024 is adequate.

On October 30, 2024, a wholly owned subsidiary of the Company entered into a new credit facility with Fifth Third Bank, National Association, which provided for a one -year revolving line of credit with a maximum commitment of $ 6 million, with an accordion feature, if certain conditions are met, for up to a maximum commitment of $ 10 million.

On October 30, 2025, the subsidiary entered into an amendment to the credit facility, which provided for a three -year extension of the agreement and revised the availability under the $ 6 million revolving credit facility, if certain conditions are met, to increase the accordion feature for a maximum commitment of $ 14 million, among other things.

Each advance shall accrue interest on the outstanding principal amount thereof at a rate of SOFR plus a range of 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

Inventories, Net

Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

8 unchanged sentences

Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value.

The allowances were approximately $ 1,315 and $ 1,694 as of September 30, 2025 and December 31, 2024 .

For the three and nine months ended September 30, 2025, the Company recorded an income tax expense of $ 1,452 and $ 2,397 , respectively, resulting in an effective tax rate of 20.47% .

The Company's taxable income is generated in the United States and taxed at a federal and state statutory rate of 26.72 %.

Relative to the federal and state statutory rate, the effective tax rate for the nine months ended September 30, 2025, was reduced by the tax impact of research and development tax credits and carryforwards.

For the three and nine months ended September 30, 2024, the Company recorded an income tax expense of $ 247 and $ 488 , respectively.

The effective tax rate for the nine months ended September 30, 2024, was 9.32 %.

Relative to the federal and state statutory rate, the effective tax rate for the nine months ended September 30, 2024, was primarily impacted by the tax benefit for research and development tax credits for 2024 as compared to projected income before tax.

The Company's tax provision and the resulting effective tax rate for interim periods is determined based on its estimate annual effective tax rate adjusted for the effect of discrete items arising in that quarter.

The provision for income taxes consists of federal and state taxes in the US, California, Florida, and various other states.

Income Taxes (continued)

Based on our analysis of all available evidence, both positive and negative, we have concluded that, except for the capital loss carryforward of approximately $ 0.8 million, we will have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets.

Accordingly, we recorded a decrease in the valuation allowance of approximately $ 1.4 million as of September 30, 2025.

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 September 30, 2025.

Should the factors underlying management’s analysis change, future valuation adjustments to the Company’s net deferred tax assets may be necessary.

If future losses are incurred, it may be necessary to record an additional valuation allowance related to the Company’s net deferred tax assets recorded as of September 30, 2025.

For the three months ended March 31, 2026, the Company recorded an income tax expense of $ 682 , resulting in an effective tax rate of 19.8 %.

The Company's taxable income is generated in the United States and taxed at a federal and state statutory rate of 27.5 %.

Relative to federal and state statutory rate, the effective tax rate for the three months ended March 31, 2026, was reduced by the tax impact of research and development tax credits and stock compensation exercises and vestings.

For the three months ended March 31, 2025, the Company recorded an income tax expense of $ 670 .

The effective tax rate for the three months ended March 31, 2025, was 24.8 %.

Relative to the federal and state statutory rate, the effective tax rate for the three months ended March 31, 2025, was primarily impacted by the tax benefit for research and development tax credits for 2025 as compared to projected income before tax.

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that, except for the capital loss carryforward of approximately $ 851 , it currently does have the ability to generate sufficient taxable income in the necessary period for the deferred tax assets.

Accordingly, the Company recorded an increase in the valuation allowance of $ 24 as of December 31, 2025.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.

The Company performed a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by GAAP.

In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return that has not been reflected in measuring income tax expense for financial reporting purposes.

On July 4, 2025, the U.S.

government enacted The One Beautiful Bill Act of 2025, (known as the "One Big Beautiful Bill Act or "OBBBA") which includes provisions such as the extension of certain expiring tax provisions from the 2017 Tax Cuts and Jobs Act, reinstatement of immediate expensing of qualifying business property, full expensing of domestic research and experimental expenditures, and changes to interest expense limitations..

The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact to the financial statements.

Capitalized Product Development Costs

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 development costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products.

The Company determined technological feasibility was established for multi-band LMR radio products by the introduction of the BKR 9000 multi-band portable product to the market in June 2023, as specified by Topic 350 - 30.

Upon the general release of the LMR multi-band mobile radio product currently in development to customers, development costs for that product will be amortized over periods not exceeding ten years, based on future revenue of the product.

Capitalized product development costs were $ 570 and $ 1,516 for the three and nine months ended September 30, 2025 and $ 321 and $ 751 for the three and nine months ended September 30, 2024, respectively.

If the Company incurs future losses, it may be necessary to record additional valuation allowance amounts related to the deferred tax assets recognized as of March 31, 2026.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax asset may be deemed appropriate in the future.

The Company's policy is to recognize interest and penalties associated with uncertain tax benefits as part of income tax provision and included accrued interest and penalties with the related income tax liability on the Company's Condensed Consolidated Balance Sheets.

To date, the Company has not recognized any interest and penalties in its Condensed Consolidated Statement of Operations, nor has it accrued for or made payments for interest and penalties.

The Company recorded $ 0 and $ 1,419 unrecognized tax benefits as of March 31, 2026 and 2025, respectively.

The Company imports certain materials and products that are subject to U.S.

government tariffs and import duties.

On February 20, 2026, a US federal court ordered the U.S.

government to begin refunding certain tariffs.

The Company believes that some of the tariffs it has paid may be eligible for refund;

however, the amount and timing of any potential refunds are uncertain.

Accordingly, the Company has not recorded, nor plans to record, any benefit related to possible tariff refunds at this time.

Earnings Per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Net income for basic and diluted earnings per share

11 unchanged sentences

$ 0.69 $ 0.55

Approximately 184,627 stock options and 54,189 restricted stock units for the three and nine months ended September 30, 2025, and approximately 21,700 stock options and 20,435 restricted stock units for the three months and nine months ended September 30, 2024, were excluded from the calculation because they were anti-dilutive.

Approximately 1,016 stock options and 1,081 restricted stock units for the three months ended March 31, 2026, and approximately 0 stock options and 0 restricted stock units for the three months ended March 31, 2025, were excluded from the calculation because they were anti-dilutive.

Non-Cash Share-Based Employee Compensation

The Company’s stockholders approved the BK Technologies Corporation 2025 Incentive Compensation Plan (the “2025 Plan”) at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 18, 2025.

The 2025 Plan was previously approved by the Company’s Board of Directors (the “Board”).

The 2025 Plan replaces the 2017 Incentive Compensation Plan (the “Prior Plan”).

No new awards will be granted under the Prior Plan after the date of the Annual Meeting.

However, all awards granted under the Prior Plan that were outstanding on the date of the Annual Meeting will remain outstanding in accordance with their terms.

The 2025 Plan authorizes the grant of equity-based and cash-based compensation awards to officers, directors, and employees of, and consultants to, the Company and its subsidiaries.

Awards under the 2025 Plan may be granted in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards, and cash-based awards.

There are 500,000 shares of the Company’s common stock reserved for issuance under the 2025 Plan.

No awards may be granted under the 2025 Plan after March 11, 2035.

The stockholders of the Company also approved the BK Technologies Corporation Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting held on June 18, 2025.

The ESPP was previously approved by the Board.

The objective of the ESPP is to offer eligible employees of the Company and its designated subsidiaries the ability to purchase shares of the Company’s common stock at a discount, subject to various limitations under the ESPP.

There are 150,000 shares of the Company’s common stock authorized for issuance under the ESPP.

Stock Options

The Company has employee and non-employee director share-based incentive compensation plans.

Related to these programs, the Company recorded non-cash share-based employee compensation expense of $ 380 and $ 624 for the three and nine months ended September 30, 2025 , compared with $ 78 and $ 210 for the same periods last year, respectively.

Related to these programs, the Company recorded non-cash share-based employee compensation expense of $ 362 for the three months ended March 31, 2026 , compared with $ 118 for the same period last year.

The Company considers its non-cash share-based employee compensation expenses as a component of cost of products and selling, general and administrative expenses.

There was no non-cash share-based employee compensation expense capitalized as part of capital expenditures or inventory for the periods presented.

On July 10, 2025, the Company approved the grant of performance-based stock options for certain executives.

The options provide the executives with the option to purchase up to an aggregate of 162,566 shares of the Company's common stock, with an exercise price of $ 42.81 per share and will vest based on whether certain common share prices are achieved over a five -year period ending on July 10, 2030.

The Company uses the Black-Scholes-Merton and Monte Carlo simulation option valuation models to calculate the fair value of stock option grants.

The non-cash share-based employee compensation expense recorded in the three and nine months ended September 30, 2025 , was calculated using certain assumptions.

Such assumptions are described more comprehensively in Note 11 (Share-Based Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 .

A summary of activity under the Company’s stock option plans during the nine months ended September 30, 2025 , is presented below:

As of January 1, 2025

($) Per Share

A summary of activity under the Company’s stock option plans during the three months ended March 31, 2026 , is presented below:

Shares/Options

Weighted Average Exercise Price ($) Per Share

Weighted Average FMV @ Grant ($) Per Share

Weighted Average Fair Value ($) Per Share

Weighted Average Remaining Contractual Term (Years)

Weighted Average Remaining Vesting Term (Years)

Aggregate Intrinsic Value ($)

Beginning Outstanding

460,643 27.08 27.08 15.32 7.80 2.0856 21,885

Performance Addition

0.00 - - - 0.00 - -

2,500 76.86 76.86 52.66 9.84 3.0023 -

Period activity

12,480 32.26 32.26 21.00 - - 561

0.00 - - - - - -

Exercised / Released

3,720 15.62 15.62 8.49 - - 245

Ending Outstanding

446,943 27.31 27.31 15.43 7.84 2.6869 21,156

As of September 30, 2025

Ending Vested

159,946 18.15 18.15 9.15 6.40 - 9,034

Ending UnVested

286,997 32.42 32.42 18.93 8.64 - 12,121

Vested and Expected to Vest

446,943 27.31 27.31 15.43 7.84 - 21,156

159,946 18.15 18.15 9.15 6.40 - 9,034

Restricted Stock Units

On August 6, 2025, the Company issued 39,250 shares of common stock related to Restricted Stock Unit (RSU) grants issued in 2023.

The RSU grants included performance vesting criteria for certain Engineering employees, upon achieving $ 20 million revenues related to sales of the BKR9000 multi-band portable radio product.

The shares were issued at the August 6, 2025, closing price of $ 38.27 , for a total non-cash stock compensation expense of approximately $ 1.5 million.

The Company recorded non-cash restricted stock unit compensation expense of $ 257 and $ 831 for the three and nine months ended September 30, 2025 , compared with $ 146 and $ 415 for the same periods last year, respectively.

The Company recorded non-cash restricted stock unit compensation expense of $ 57 and $ 275 for the three months ended March 31, 2026 , and 2025, respectively.

A summary of non-vested restricted stock under the Company’s non-employee director share-based incentive compensation plan is as follows:

6 unchanged sentences

Cancelled/forfeited

Unvested as of September 30, 2025

( 5,000 ) 51.65

Unvested as of March 31, 2026

38,418 $ 32.30

Commitments and Contingencies

8 unchanged sentences

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 upon the size of the 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.

Purchase Commitments

As of September 30, 2025 , the Company had purchase commitments for inventory totaling approximately $ 5,369 , which are expected to be satisfied in the fourth quarter of 2025.

As of March 31, 2026 , the Company had purchase commitments for inventory totaling approximately $ 17,636 , which are expected to be satisfied in the second quarter 2026.

Significant Customers

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Revenue as a percent of total revenue

2 unchanged sentences

39.0 % 23.1 %

- - 13.3 % 10.3 %

The following table summarizes customer concentration of receivables

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Receivables as a percent of total receivables

1 unchanged sentence

60.8 % 25.8 %

Customer B and C

Geopolitical Tensions

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine and in the Middle East.

Although the length and impact of the ongoing military conflicts is highly unpredictable, the conflict in both of these regions could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Although the length and impact of the ongoing military conflicts are highly unpredictable, the conflict in both of these regions could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Macroeconomic Trends

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, the impact of the ongoing U.S.

federal government shutdown and global or local recession.

Such changes in domestic and global macroeconomic conditions may lead to increased costs for the business.

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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 developments.

Credit Facilities

On October 30, 2024, the Company's subsidiary, BK Technologies, Inc.

entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association (“Fifth Third”).

The Fifth Third RLC provides for a one -year revolving line of credit with a maximum commitment of $ 6,000 , with an accordion feature, if certain conditions are met, for up to an additional $ 4,000 of borrowing capacity, totaling a maximum commitment of $ 10,000 .

Each advance shall accrue interest on the outstanding principal amount thereof at a rate of SOFR plus 2.5 % per annum.

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 RLC has a borrowing base equal to the sum of (i) 80 % of eligible commercial accounts receivable, plus (ii) 50 % of federal government accounts receivable, plus (iii) the lesser of (a) the sum of (i) and (ii) and (b) 50 % of eligible finished goods inventory.

The Company has not utilized funding and there were no borrowings under the RLC agreement as of September 30, 2025, and as of the date of filing this report.

Debt (continued)

BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and Relm Communications, Inc.

and secured by a pledge of essentially all of the assets of the Company, BK Technologies, Inc.

and Relm Communications, Inc.

The loan parties are subject to customary negative covenants, including with respect to their 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;

and (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.

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.

The Company accounts for its leasing arrangements in accordance with ASU Topic 842, Leases .

The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company has lease agreements with lease and non-lease components, which are accounted for separately.

The Company leases approximately 54,000 square feet ( not in thousands) of industrial space in West Melbourne, Florida, under a non-cancellable operating lease.

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Annual rental, maintenance, and tax expenses for the facility are approximately $ 610 .

In February 2026, we entered into a new lease relating to this property, pursuant to which we will lease approximately 31,500 square feet ( not in thousands) of industrial space at 7100 Technology Drive in West Melbourne, Florida.

The lease will commence in February 2027, has a term of 125 months, and includes two five -year renewal options.

In February 2020, the Company entered into a lease for 6,857 square feet ( not in thousands) of office space at Sawgrass Technology Park, 1619 NW 136th Avenue in Sunrise, Florida, for a period of 64 months commencing July 1, 2020 ( the “Sawgrass Lease”).

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Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Operating lease cost

$ 134 $ 136 $ 406 $ 406

Variable lease cost

34 33 100 100

Total lease cost

$ 168 $ 169 $ 506 $ 506

Leases (continued)

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Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows (fixed payments)

$ 157 $ 155 $ 467 $ 455

Operating cash flows (liability reduction)

$ 144 $ 135 $ 424 $ 390

ROU assets obtained in exchange for lease obligations:

Operating leases

$ — $ 4 $ — $ 27

Other information related to operating leases was as follows:

September 30, 2025

March 31, 2026

Weighted average remaining lease term (in years)

Weighted average discount rate

Maturity of lease liabilities as of September 30, 2025 , were as follows:

September 30, 2025

Remaining three months of 2025

Maturity of lease liabilities as of March 31, 2026 , were as follows:

March 31, 2026

Remaining nine months of 2026

Total payments

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Subsequent Events

On October 30, 2025, BK Technologies, Inc., a wholly owned subsidiary of the Company, as the borrower, entered into an amendment to the RLC with Fifth Third Bank (the “Amendment”).

Among other things, the Amendment revised the availability under the $6.0 million RLC to remove the borrowing base requirement, and to increase the 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;

extended the maturity date to October 30, 2028;

added a new financial covenant providing that the borrower will cause the outstanding principal balance under the RLC to be $0 for at least 30 consecutive days during each annual period ending on October 30;

and amended the applicable interest rate margin, such that each advance under the RLC accrues interest on the outstanding principal amount thereof at a rate of the SOFR, plus a range of 1.75 % to 2.25 % per annum, based on certain total debt coverage ratios.

Since October 1, 2025, the Company has purchased 10,205 shares of it’s common shares utilizing a Rule 10b5 - 1 Qualified Plan, which plan was established pursuant to, and as a part of, the Company’s share repurchase program.

The common shares were purchased at an average price of $ 67.22 per share for a total cost of $ 685,972 ( not in 000’s ).

The Company has evaluated subsequent events through May 14, 2026, the date the condensed consolidated financial statements were available to be issued.

Based on this evaluation, the Company determined that no material subsequent events occurred that require recognition or disclosure in these condensed consolidated financial statements.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement.

We also may make forward-looking statements in other documents that are filed or furnished with the U.S.

Securities and Exchange Commission (the "SEC").

We also may make forward-looking statements in other documents that are filed or furnished with the SEC.

In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

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changes or advances in technology;

the success of our Solutions and Radio business lines and the products offered thereunder;

the success of our Solutions and Radio product groups and the products offered thereunder;

successful introduction of new products and technologies, including our ability to successfully develop and sell our current and anticipated Solutions products, and our new multiband radio product and other related products in the BKR Series product line;

competition in the land mobile radio ("LMR") industry;

general economic and business conditions, including the impacts of high inflation, fluctuating interest rates, tariffs and other trade barriers and restrictions, labor and supply shortages and disruptions, federal, state, and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S.

Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health crises and other catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, including a potential U.S.

competition in the LMR industry;

general economic and business conditions, including the impact of high inflation, fluctuating interest rates, tariffs and other trade barriers and restrictions, potential tariff refunds, labor and supply shortages and disruptions, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S.

Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical conflicts and other events, acts of war or terrorism, global health crises and other catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, including a potential U.S.

or global downturn or recession;

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our ability to manage our growth;

our ability to identify potential candidates for, and consummate, acquisition, disposition or investment transactions;

our ability to identify potential candidates for, and to consummate, acquisition, disposition or investment transactions;

impact of our capital allocation strategy;

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risks related to being a holding company;

our ability to remediate the material weakness in our internal control over financial reporting;

and the effect on our stock price and ability to raise capital through future sales of shares of our common stock.

our ability to maintain effective internal control over financial reporting;

and the effect on our stock price and ability to raise capital through future sales of shares of our common stock or otherwise.

Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors, many of which are outside of our control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

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You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in “Part I—Item 1A.

Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , "Part II - Item 1A.

Risk Factors" in this Quarterly Report on Form 10-Q, and in our subsequent filings with the SEC.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in "Part I-Item lA.

Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our subsequent filings with the SEC.

We assume no obligation to publicly update or revise any forward-looking statements made in this report, whether as a result of new information, future events, changes in assumptions or otherwise, after the date of this report.

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BK Technologies Corporation (NYSE American:

BKTI) (together with its wholly owned subsidiaries, “BK,” "BK Technologies," 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.

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.

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LMR Radio and Solutions.

The LMR Radio product group designs, manufactures, and markets wireless communications products consisting of two-way LMRs.

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 the 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 radios at a lower cost relative to comparable offerings.

The Solutions product group focuses on delivering innovative, public safety smartphone applications that operate ubiquitously over public cellular networks.

We presently have one U.S.

patent in force and two pending U.S.

patent applications.

Going forward, we plan to continue to expand the Solutions product group to include public safety solutions that provide for improved interoperability, intended to make the first responder safer and more efficient when operating in the field.

We intend for the Solutions product group to build a portfolio of solutions under a new brand, BK ONE.

BK ONE includes SaaS solutions as well as other future software and hardware applications.

When tethered to our radios, the combined solution will offer a unique capability which increases the sales reach of our radios.

We previously introduced InteropONE in October 2022, a Push-to-talk-Over-Cellular SaaS service, and in March 2025, we launched RelayONE, a rapidly deployed portable repeater kit designed to extend range and facilitate interoperability among different types of public safety and military radios.

federal government shutdown, and global or local recession.

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.

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 stagnation, foreign currency fluctuations and volatility in the valuations of securities generally.

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

nine months of

three months of

Our backlog of unshipped customer orders was approximately $8.7 million and $14.2 million as of

September 30, 2025, and

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 September 30, 2025, sales increased approximately 21.0% to approximately $24.4 million, compared with $20.2 million for the same period of fiscal year 2024.

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 September 30, 2025, were 49.9%, compared with 38.8% for the comparative fiscal year 2024 quarter, generally reflecting price increases related to tariffs, radio product and accessories sales mix and material cost improvements related to cost reduction initiatives.

Selling, general, and administrative (“SG&A”) expenses for the three months ended September 30, 2025, totaled approximately $7.3 million (30.1% of sales), compared with $5.2 million (25.9% of sales) in the same period of fiscal year 2024.

We recognized operating income for the three months ended September 30, 2025, of approximately $4.8 million, compared with operating income of approximately $2.6 million for the same period of fiscal year 2024.

For the three months ended September 30, 2025, we recognized other income, net totaling approximately $43,000.

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 September 30, 2025, the pretax income totaled approximately $4.9 million, compared with pretax income of approximately $2.6 million for same period of fiscal year 2024.

We recognized tax expense of $1.5 million for the three-month period ended September 30, 2025, and approximately $247,000 for the same period of fiscal year 2024.

Net income for the three months ended September 30, 2025, totaled approximately $3.4 million ($0.93 per basic and $0.87 per diluted share), compared with a net income of approximately $2.4 million ($0.67 per basic and $0.63 per diluted share) for the same period last year.

The primary factors for the improvement for the three months ended September 30, 2025, compared to the same period of fiscal year 2024, were radio product and accessories sales mix and lower raw material costs related to cost reduction efforts.

As of September 30, 2025, working capital totaled approximately $33.8 million, of which $29.1 million was comprised of cash, cash equivalents, and trade receivables.

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.

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Such increases in sales may cause quarterly variances in our cash flow from operations and overall financial condition.

The Company’s guidance reflects our current understanding of the potential impact of tariffs and the current administration's efforts to reduce federal expenditures, and to the extent it can be calculated, the estimated amount of the impacts are included in current guidance.

Available Information

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All reports that the Company files with or furnishes to the SEC also are available free of charge via the SEC’s website.

Third Quarter and Nine Months Summary

Customer demand and new orders for our products was $34.3 million during the three months ended September 30, 2025, compared to $21.8 million for the same period of fiscal year 2024.

Customer demand and new orders for our products of $69.3 million were recorded during the nine months ended September 30, 2025, compared to $72.4 million for the same period of fiscal year 2024.

The decrease in new orders for the nine months ended September 30, 2025, compared to the same period last year was primarily due to higher state agency orders in the first nine months of 2024.

For the third quarter of 2025, sales increased 21.0% to approximately $24.4 million, compared with approximately $20.2 million of sales for the third quarter of fiscal year 2024.

Sales for the nine months ended September 30, 2025, totaled approximately $64.6 million, an increase of 10.2% compared with approximately $58.7 million for the nine-month period last year.

Gross profit margin as a percentage of sales for the third quarter of 2025 was approximately 49.9%, compared with 38.8% for the same period of fiscal year 2024, generally reflecting price increases related to tariffs, radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC compared to the third quarter of fiscal year 2024.

Selling, general, and administrative (“SG&A”) expenses for the third quarter of 2025 totaled approximately $7.3 million, which was 40.6% higher than the SG&A expenses of approximately $5.2 million for the third quarter of fiscal year 2024.

The increase in SG&A expenses was attributed primarily due to new product development costs, and accrual of fiscal year 2025 incentive bonus expenses.

These factors yielded operating income of approximately $4.8 million for the three-month period ended September 30, 2025, compared with operating income of approximately $2.6 million for the same period of fiscal year 2024.

For the third quarter of 2025, we recognized other net income of approximately $43,000 on interest income on our cash investments and other expenses, compared to approximately $7,000 other expense, primarily related to other expenses for the same period of fiscal year 2024.

Net income for the three months ended September 30, 2025, was approximately $3.4 million ($0.93 per basic and $0.87 per diluted share), compared with net income of approximately $2.4 million ($0.67 per basic and $0.63 per diluted share) for the same quarter last year.

The primary factors for the improvement for the three-month period ended September 30, 2025, compared to the same period of fiscal year 2024, were radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC.

during fiscal year 2024.

As of September 30, 2025, working capital totaled approximately $33.8 million, of which approximately $29.1 million was comprised of cash, cash equivalents and trade receivables.

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.

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Percentage of Sales

Three Months Ended

Nine Months Ended

September 30,

Cost of products

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(1) Amounts may not foot due to rounding.

For the third quarter ended September 30, 2025, net sales increased 21.0% to approximately $24.4 million, compared with approximately $20.2 million for the same quarter of fiscal year 2024.

Sales for the nine months ended September 30, 2025, totaled approximately $64.6 million, compared with approximately $58.7 million for the nine-month period last year.

Sales for the third quarter and nine months ended September 30, 2025, were attributed primarily to Federal, state and local public safety opportunities.

From a product perspective, the primary contributor to orders and shipments during the third quarter and nine months ended September 30, 2025, was our BKR series radios and related accessories.

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.

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However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors.

While the potential impacts of the current administration's tariff policies, the ongoing government shutdown, material shortages, lead-times, high inflation and ongoing geopolitical conflicts in Ukraine and the Middle East 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.

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 third quarter ended September 30, 2025, were approximately 49.9% compared with 38.8% for the same quarter of fiscal year 2024.

Gross profit margins as a percentage of sales for the nine months ended September 30, 2025, were approximately 48.2% compared with 36.9% for the same period of fiscal year 2024.

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- and nine-months ended September 30, 2025, compared to the same periods of fiscal year 2024, generally reflect price increases related to tariffs, radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC., during fiscal year 2024.

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.

During the year ended December 31, 2024, we completed the transfer of manufacturing most of our products and accessories to East West Manufacturing, LLC.

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.

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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 September 30, 2025, totaled approximately $7.3 million (30.1% of sales), compared with approximately $5.2 million (25.9% of sales) for the same quarter of fiscal year 2024.

For the nine months ended September 30, 2025, SG&A expenses increased by $3.4 million, or 21.0%, to approximately $19.4 million (30.0% of sales), compared with approximately $16.1 million (27.4% of sales), for the nine-month period last year.

Engineering and product development expenses for the third quarter of 2025 totaled approximately $2.8 million (11.4% of sales), compared with approximately $1.9 million (9.2% of sales) for the same quarter of fiscal year 2024.

For the nine months ended September 30, 2025, engineering and product development expenses totaled approximately $7.8 million (12.1% of sales), compared with approximately $5.9 million (10.1% of sales) for the nine-month period last year.

The increase in engineering expenses was attributed primarily to non-capitalizable development costs for the BKR multi-band mobile radio product and restricted stock unit issuance costs described in Note 8 ( Non-Cash Share-Based Employee Compensation ) to the condensed consolidated financial statements included in this report.

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 third quarter of 2025 totaled approximately $2.1 million (8.7% of sales), compared with approximately $1.5 million (7.2% of sales) for the third quarter of fiscal year 2024.

For the nine months ended September 30, 2025, marketing and selling expenses increased approximately $1.3 million, or 28.0%, to approximately $5.9 million (9.1% of sales), compared with approximately $4.6 million (7.9% of sales) for the same period last year.

The increase in marketing and selling expenses for the three and nine months ended September 30, 2025 was attributed primarily to additional salespeople and increased trade show participation.

Other general and administrative expenses for the third quarter of 2025 totaled approximately $2.4 million (10.0% of sales), compared with approximately $1.9 million (9.4% of sales) for the same period of fiscal year 2024.

For the nine months ended September 30, 2025, other general and administrative expenses totaled approximately $5.7 million (8.8% of sales), compared with approximately $5.5 million (9.4% of sales) for the nine-month period last year.

The increase in other general and administrative expenses for the three and nine months ended September 30, 2025, was attributed primarily to non-cash stock compensation and the non-recurring nature of certain corporate consulting expenses compared to the nine months ended September 30, 2024.

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 September 30, 2025, totaled approximately $4.8 million (19.8% of sales), compared with operating income of approximately $2.6 million (12.9% of sales) for the same period of fiscal year 2024.

For the nine months ended September 30, 2025, our operating income totaled approximately $11.8 million (18.2% of sales), compared with operating income of approximately $5.6 million (9.6% of sales) for the nine-month period last year.

The operating income improvement for the three and nine months ended September 30, 2025, compared to the same periods last year, was attributed to higher gross profit margins related to improved product sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC., during fiscal year 2024.

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 $94,000 for the quarter ended September 30, 2025, compared with approximately $1,000 net interest expense for the third quarter of fiscal year 2024.

For the nine months ended September 30, 2025, net interest income totaled approximately $136,000, compared with net interest expense of approximately $281,000 for the nine-month period last year.

Net interest expense for the nine months of 2024 was primarily the result of our Alterna IPSA Line of Credit, which was paid in full in September 2024 and terminated in October 2024.

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC.

In exchange for its Interests, the Company received 52,000 shares of our Common Stock, with an approximate fair value of $0.7 million on the date of the transaction and recorded a realized loss of approximately $0.1 million on the investment during the first quarter of 2024.

The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

We recorded approximately $1.5 million and $247,000 tax expense for the three months ended September 30, 2025, and 2024, respectively.

For the nine months ended September 30, 2025, and 2024, we recorded $2.4 million and $0.5 million tax expense, respectively

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.

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.

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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 September 30, 2025, our net deferred tax assets totaled approximately $5 .5 million and were primarily derived from capitalized research and development expenses and deferred revenue.

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.

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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 September 30, 2025.

On July 4, 2025, new U.S tax legislation (referred to as the “One Big Beautiful Bill Act” or “OBBBA”) was enacted in the U.S.

The OBBBA makes permanent the extension of certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

Additionally, the OBBBA makes changes to certain U.S.

corporate tax provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the impact of the OBBBA on its consolidated financial statements.

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 nine months ended September 30, 2025, net cash provided by operating activities totaled approximately $16.4 million, compared with cash provided by operating activities of approximately $9.0 million for the same fiscal year period of 2024.

Cash provided by operating activities for the nine months ended September 30, 2025, was primarily related to net income of $9.3 million and an increase of $4.5 million in accounts payable, partially offset by an increase of $1.8 million in inventories.

Cash provided by operating activities for the nine months ended September 30, 2024, was primarily related to net income of $4.7 million and a $5.3 million reduction in inventory, somewhat offset by a $1.6 million increase in accounts receivable and a $3.9 million decrease in accounts payable.

For the first nine months of 2025, we had net income of approximately $9.3 million, compared with a net income of approximately $4.7 million for the same period of fiscal year 2024.

Accounts receivable increased approximately $0.2 million during the nine months ended September 30, 2025, compared with an increase of approximately $1.6 million for the same period of fiscal year 2024, primarily due to the timing of customer collections in the first nine months of fiscal year 2025 and 2024.

Inventories increased during the nine months ended September 30, 2025, by approximately $1.8 million compared to a decrease of approximately $5.3 million for the same period of fiscal year 2024.

The increase in inventories during the nine months ended September 30, 2025 was primarily attributed to an increase in finished goods in 2025 somewhat offset by a decrease in raw materials.

Accounts payable for the nine months ended September 30, 2025, increased approximately $4.5 million, compared with a decrease of approximately $3.9 million for the same period of fiscal year 2024, primarily due to the increased contract manufacturing production to East West Manufacturing LLC, during of 2024.

Accrued other expenses decreased during the first nine months of 2025 by approximately $1.3 million compared with an increase of $0.8 million for the same period of fiscal year 2024.

Depreciation and amortization totaled approximately $1.3 million for the nine months ended September 30, 2025, compared with approximately $1.3 million for the same period of fiscal year 2024.

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.

There were no realized or unrealized losses on investments for the nine months ended September 30, 2025, compared to approximately $0.1 million for the same period of fiscal year 2024.

For additional information pertaining to our investments, refer to Note 1 (Condensed Consolidated Financial Statement) included in this report.

Cash used in investing activities for the nine months ended September 30, 2025, totaled approximately $2.4 million, compared with approximately $1.6 million for the same period of fiscal year 2024.

The cash used for the nine-month period ended September 30, 2025, was attributed primarily to capitalized product development costs and purchases of engineering equipment and tooling, compared to cash used for the nine-month period ended September 30, 2024, which was also primarily attributed to capitalized development costs and the purchase of engineering and manufacturing related equipment.

For the nine months ended September 30, 2025, approximately $0.4 million was provided by financing activities, compared with cash used in financing activities of approximately $6.6 million for the same period of fiscal year 2024.

During the first nine months of 2024, we received cash of approximately $46.4 million from our Alterna Capital Solutions, LLC revolving credit facility, net of repayments totaling approximately $53.0 million.

Our cash and cash equivalents balance on September 30, 2025, was approximately $21.5 million.

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.

federal government shutdown, 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.

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.

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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 September 30, 2025, 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, BK Technologies, Inc.

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.

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These estimates and assumptions, if incorrect, could adversely impact our operations and financial position.

There were no other changes to our critical accounting policies during the nine months ended September 30, 2025.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements