ESPEY MFG & ELECTRONICS CORP 10-Q

esp-20260331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY Report Pursuant to Section 13 or 15( d ) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-4383 ESPEY MFG. & ELECTRONICS CORP. (Exact name of registrant as specified in its charter) New York Trading Symbol 14-1387171 (State of incorporation) ESP (I.R.S. Employer's Identification No.) 233 Ballston Avenue , Saratoga Springs , New York 12866 (Address of principal executive offices) 518 - 245-4400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol Name of each exchange on which registered Common Stock $.33-1/3 par value ESP NYSE American Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company: ☐ Large accelerated filer ☐ Non-accelerated filer ☐ Accelerated filer ☒ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No At May 6, 2026, there were 2,995,922 shares outstanding of the registrant's Common stock, $.33-1/3 par value. ESPEY MFG. & ELECTRONICS CORP. Quarterly Report on Form 10-Q I N D E X PART I FINANCIAL INFORMATION PAGE Item 1 Financial Statements: Balance Sheets - March 31, 2026 (Unaudited) and June 30, 2025 1 Statements of Comprehensive Income (Unaudited) - Three and Nine Months Ended March 31, 2026 and 2025 2 Statements of Changes in Stockholders’ Equity (Unaudited) – Three and Nine Months Ended March 31, 2026 and 2025 3 Statements of Cash Flows (Unaudited) - Nine Months Ended March 31, 2026 and 2025 7 Notes to Financial Statements (Unaudited) 8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3 Quantitative and Qualitative Disclosures about Market Risk 22 Item 4 Controls and Procedures 22 PART II OTHER INFORMATION 23 Item 1 Legal Proceedings 23 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3 Defaults Upon Senior Securities 23 Item 4 Mine Safety Disclosures 23 Item 5 Other Information 23 Item 6 Exhibits 23 SIGNATURES 24 PART I: FINANCIAL INFORMATION ESPEY MFG. & ELECTRONICS CORP. Balance Sheets March 31, 2026 (Unaudited) and June 30, 2025 March 31, 2026 June 30, 2025 ASSETS Cash and cash equivalents $ 21,159,609 $ 18,862,645 Investment securities 25,500,533 24,717,245 Trade accounts receivable, less allowance for credit losses of $ 3,000 6,294,308 7,598,888 Inventories: Raw materials 2,350,451 2,120,462 Work-in-process 717,331 681,334 Costs related to contracts in process 23,512,286 15,040,253 Total inventories 26,580,068 17,842,049 Prepaid expenses and other current assets 10,588,998 4,933,562 Total current assets 90,123,516 73,954,389 Net deferred tax assets 1,535,103 1,202,019 Property, plant and equipment, net 4,345,029 3,960,156 Total assets $ 96,003,648 $ 79,116,564 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 3,096,274 $ 2,641,576 Accrued expenses: Salaries and wages 1,425,329 1,185,387 Vacation 563,351 568,078 ESOP payable 463,611 — Other 347,074 594,153 Payroll and other taxes withheld 904 93,456 Contract liabilities 33,493,308 22,886,404 Income taxes payable 198,405 298,510 Total current liabilities 39,588,256 28,267,564 Total liabilities 39,588,256 28,267,564 Commitments and contingencies (See Note 5) Common stock, par value $ .33 -1/3 per share Authorized 10,000,000 shares; Issued 3,129,874 shares as of March 31, 2026 and June 30, 2025. Outstanding 2,987,077 and 2,896,368 shares as of March 31, 2026 and June 30, 2025, respectively (includes 173,932 and 211,487 Unearned ESOP shares, respectively) 1,043,291 1,043,291 Capital in excess of par value 26,666,238 26,331,842 Accumulated other comprehensive gain 11,365 11,596 Retained earnings 35,261,324 31,550,390 62,982,218 58,937,119 Less: Unearned ESOP shares ( 3,471,747 ) ( 3,471,747 ) Cost of 142,797 and 233,506 shares of common stock in treasury as of March 31, 2026 and June 30, 2025, respectively ( 3,095,079 ) ( 4,616,372 ) Total stockholders’ equity 56,415,392 50,849,000 Total liabilities and stockholders' equity $ 96,003,648 $ 79,116,564 The accompanying notes are an integral part of the financial statements. 1 ESPEY MFG. & ELECTRONICS CORP. Statements of Comprehensive Income (Unaudited) Three and Nine Months Ended March 31, 2026 and 2025 Three Months Ended Nine Months Ended March 31, March 31, 2026 2025 2026 2025 Net sales $ 11,422,655 $ 10,302,719 $ 32,652,434 $ 34,354,677 Cost of sales 7,193,310 7,354,335 20,993,506 25,441,699 Gross profit 4,229,345 2,948,384 11,658,928 8,912,978 Selling, general and administrative expenses 1,245,975 1,197,262 3,538,681 3,418,206 Operating income 2,983,370 1,751,122 8,120,247 5,494,772 Other income Interest income 402,103 324,705 1,311,366 852,544 Other 5,947 11,601 33,160 30,595 Total other income 408,050 336,306 1,344,526 883,139 Income before provision for income taxes 3,391,420 2,087,428 9,464,773 6,377,911 Provision for income taxes 526,758 382,941 1,625,166 1,166,608 Net income $ 2,864,662 $ 1,704,487 $ 7,839,607 $ 5,211,303 Other comprehensive income, net of tax: Unrealized (loss) gain on investment securities ( 4,456 ) 1,727 ( 231 ) 187 Total comprehensive income $ 2,860,206 $ 1,706,214 $ 7,839,376 $ 5,211,490 Net income per share: Basic $ 1.03 $ 0.66 $ 2.85 $ 2.03 Diluted $ 0.99 $ 0.63 $ 2.74 $ 1.95 Weighted average number of shares outstanding: Basic 2,787,088 2,599,960 2,752,285 2,569,514 Diluted 2,885,874 2,699,674 2,858,799 2,668,928 Dividends per share: $ 0.25 $ 0.25 $ 1.50 $ 0.75 The accompanying notes are an integral part of the financial statements. 2 Espey Mfg. & Electronics Corp. Statements of Changes in Stockholders' Equity (Unaudited) Three Months Ended March 31, 2026 Accumulated Capital in Other Unearned Total Outstanding Common Excess of Comprehensive Retained Treasury Treasury ESOP Stockholders’ Shares Amount Par Value (Loss) Gain Earnings Shares Amount Shares Equity Balance as of December 31, 2025 2,937,343 $ 1,043,291 $ 26,557,243 $ 15,821 $ 33,095,848 192,531 $ ( 4,033,484 ) $ ( 3,471,747 ) $ 53,206,972 Comprehensive income: Net income 2,864,662 2,864,662 Other comprehensive loss, net of tax of ($ 936 ) ( 4,456 ) ( 4,456 ) Total comprehensive income 2,860,206 Stock options exercised 49,734 57,357 ( 49,734 ) 938,405 995,762 Stock-based compensation 51,638 51,638 Dividends paid on common stock $ 0.25 per share ( 699,186 ) ( 699,186 ) Balance as of March 31, 2026 2,987,077 $ 1,043,291 $ 26,666,238 $ 11,365 $ 35,261,324 142,797 $ ( 3,095,079 ) $ ( 3,471,747 ) $ 56,415,392 The accompanying notes are an integral part of the financial statements. 3 Espey Mfg. & Electronics Corp. Statements of Changes in Stockholders' Equity (Unaudited) Nine Months Ended March 31, 2026 Accumulated Capital in Other Unearned Total Outstanding Common Excess of Comprehensive Retained Treasury Treasury ESOP Stockholders’ Shares Amount Par Value (Loss) Gain Earnings Shares Amount Shares Equity Balance as of June 30, 2025 2,896,368 $ 1,043,291 $ 26,331,842 $ 11,596 $ 31,550,390 233,506 $ ( 4,616,372 ) $ ( 3,471,747 ) $ 50,849,000 Comprehensive income: Net income 7,839,607 7,839,607 Other comprehensive loss, net of tax of ($ 49 ) ( 231 ) ( 231 ) Total comprehensive income 7,839,376 Stock options exercised 90,709 156,680 ( 90,709 ) 1,521,293 1,677,973 Stock-based compensation 177,716 177,716 Dividends paid on common stock $ 1.50 per share ( 4,128,673 ) ( 4,128,673 ) Balance as of March 31, 2026 2,987,077 $ 1,043,291 $ 26,666,238 $ 11,365 $ 35,261,324 142,797 $ ( 3,095,079 ) $ ( 3,471,747 ) $ 56,415,392 The accompanying notes are an integral part of the financial statements. 4 Espey Mfg. & Electronics Corp. Statements of Changes in Stockholders' Equity (Unaudited) Three Months Ended March 31, 2025 Accumulated Capital in Other Unearned Total Outstanding Common Excess of Comprehensive Retained Treasury Treasury ESOP Stockholders’ Shares Amount Par Value Gain Earnings Shares Amount Shares Equity Balance as of December 31, 2024 2,796,758 $ 1,043,291 $ 24,851,718 $ 5,004 $ 28,232,545 333,116 $ ( 5,447,820 ) $ ( 3,868,093 ) $ 44,816,645 Comprehensive income: Net income 1,704,487 1,704,487 Other comprehensive income, net of tax of $ 363 1,727 1,727 Total comprehensive income 1,706,214 Stock options exercised 19,800 227,364 ( 19,800 ) 130,996 358,360 Stock-based compensation 93,223 93,223 Dividends paid on common stock $ 0.25 per share ( 649,695 ) ( 649,695 ) Balance as of March 31, 2025 2,816,558 $ 1,043,291 $ 25,172,305 $ 6,731 $ 29,287,337 313,316 $ ( 5,316,824 ) $ ( 3,868,093 ) $ 46,324,747 The accompanying notes are an integral part of the financial statements. 5 Espey Mfg. & Electronics Corp. Statements of Changes in Stockholders' Equity (Unaudited) Nine Months Ended March 31, 2025 Accumulated Capital in Other Unearned Total Outstanding Common Excess of Comprehensive Retained Treasury Treasury ESOP Stockholders’ Shares Amount Par Value Gain Earnings Shares Amount Shares Equity Balance as of June 30, 2024 2,733,958 $ 1,043,291 $ 23,930,428 $ 6,544 $ 26,004,790 395,916 $ ( 5,842,988 ) $ ( 3,868,093 ) $ 41,273,972 Comprehensive income: Net income 5,211,303 5,211,303 Other comprehensive gain, net of tax of $ 39 187 187 Total comprehensive income 5,211,490 Stock options exercised 82,600 955,621 ( 82,600 ) 526,164 1,481,785 Stock-based compensation 286,256 286,256 Dividends paid on common stock $ 0.75 per share ( 1,928,756 ) ( 1,928,756 ) Balance as of March 31, 2025 2,816,558 $ 1,043,291 $ 25,172,305 $ 6,731 $ 29,287,337 313,316 $ ( 5,316,824 ) $ ( 3,868,093 ) $ 46,324,747 The accompanying notes are an integral part of the financial statements. 6 ESPEY MFG. & ELECTRONICS CORP. Statements of Cash Flows (Unaudited) Nine Months Ended March 31, 2026 and 2025 March 31, 2026 March 31, 2025 Cash Flows from Operating Activities: Net income $ 7,839,607 $ 5,211,303 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 177,716 286,256 Depreciation 379,009 334,732 ESOP compensation expense 748,336 435,298 Deferred income tax benefit ( 333,084 ) ( 28,780 ) Loss on disposal of property, plant and equipment 2,009 — Changes in assets and liabilities: Decrease in trade accounts receivable 1,304,580 228,313 (Increase) decrease in inventories ( 8,738,019 ) 2,655,946 (Increase) in prepaid expenses and other current assets ( 5,655,436 ) ( 1,713,788 ) Increase (decrease) in accounts payable 454,698 ( 1,675,574 ) Increase (decrease) in accrued salaries and wages 239,942 ( 77,468 ) (Decrease) increase in vacation accrual ( 4,727 ) 82,579 (Decrease) in ESOP payable ( 284,725 ) ( 158,615 ) (Decrease) increase in other accrued expenses ( 247,079 ) 601,763 (Decrease) increase in payroll and other taxes withheld ( 92,552 ) 6,495 Increase in contract liabilities 10,606,904 11,974,888 (Decrease) increase in income taxes payable ( 100,105 ) 56,423 Net cash provided by operating activities 6,297,074 18,219,771 Cash Flows from Investing Activities: Additions to property, plant and equipment ( 2,800,998 ) ( 2,509,088 ) Proceeds from grant award 2,029,608 — Proceeds from sale of property, plant and equipment 5,500 — Purchase of investment securities ( 26,975,520 ) ( 26,616,220 ) Proceeds from sale/maturity of investment securities 26,192,000 20,860,000 Net cash used in investing activities ( 1,549,410 ) ( 8,265,308 ) Cash Flows from Financing Activities: Dividends on common stock ( 4,128,673 ) ( 1,928,756 ) Proceeds from exercise of stock options 1,677,973 1,481,785 Net cash used in financing activities ( 2,450,700 ) ( 446,971 ) Increase in cash and cash equivalents 2,296,964 9,507,492 Cash and cash equivalents, beginning of period 18,862,645 4,351,970 Cash and cash equivalents, end of period $ 21,159,609 $ 13,859,462 Supplemental Schedule of Cash Flow Information: Income taxes paid, net of refunds $ 2,058,294 $ 1,139,015 The accompanying notes are an integral part of the financial statements. 7 ESPEY MFG. & ELECTRONICS CORP. Notes to Financial Statements (Unaudited) Note 1. Basis of Presentation In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for such periods. The results for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles have been condensed or omitted. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, income taxes, and stock-based compensation. Specific to inventories, including work-in-process and contracts in process, management evaluates, quarterly, those estimates used in determining the cost to complete for each contract on Espey Mfg. & Electronics Corp.’s (the “Company”) sales backlog. The change in estimates may affect the reported amount of inventories and gross profit in the current or a future period and could result in the Company recording a loss contingency when a loss is determined to be probable and reasonably estimated. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. These financial statements should be read in conjunction with the Company's most recent audited financial statements included in its report on Form 10-K for the year ended June 30, 2025. Reclassifications During the quarter ended March 31, 2026, the Company reclassified deferred tax assets from current assets to non-current assets. Prior period amounts were reclassified for comparability, including presentation of the deferred tax asset as of June 30, 2025 as a non-current asset in the March 31, 2026 balance sheet. Note 2. Investment Securities FASB Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: § Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. § Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. § Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The carrying amounts of financial instruments, including cash and cash equivalents, short term investments, accounts receivable, accounts payable and accrued expenses, approximated fair value as of March 31, 2026 and June 30, 2025 because of the immediate or short-term maturity of these financial instruments. Investment securities at March 31, 2026 and June 30, 2025 consisted of certificates of deposit and municipal bonds. The Company classifies investment securities as available-for-sale which have been determined to be level 1 assets. The cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale debt securities by major security type at March 31, 2026 and June 30, 2025 are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value March 31, 2026 Certificates of deposit $ 24,296,000 $ — $ — $ 24,296,000 Municipal bonds 1,190,147 17,362 ( 2,976 ) 1,204,533 Total investment securities $ 25,486,147 $ 17,362 $ ( 2,976 ) $ 25,500,533 June 30, 2025 Certificates of deposit $ 23,539,000 $ — $ — $ 23,539,000 Municipal bonds 1,163,567 14,678 — 1,178,245 Total investment securities $ 24,702,567 $ 14,678 $ — $ 24,717,245 8 The portfolio is diversified, highly liquid, and primarily consists of investment grade fixed income instruments. At March 31, 2026, the Company did not have any investments in individual securities that have been in a continuous loss position considered to be other than temporary. As of March 31, 2026 and June 30, 2025, the remaining contractual maturities of available-for-sale debt securities were as follows: Years to Maturity Less than One to One Year Five Years Total March 31, 2026 Available-for-sale $ 24,809,127 $ 691,406 $ 25,500,533 June 30, 2025 Available-for-sale $ 22,933,933 $ 1,783,312 $ 24,717,245 Note 3. Net Income per Share Basic net income per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. There were no anti-dilutive shares to exclude from the computation of diluted net income per share for the three and nine months ended March 31, 2026 and 2,500 options to purchase common shares were excluded for the three and nine months ended March 31, 2025. As unearned shares owned by the Company’s sponsored leveraged employee stock ownership plan (the “ESOP”) are released or committed-to-be-released, the shares become outstanding for earnings-per-share computations. The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for continuing operations for the three-month periods ended March 31: 2026 2025 Numerator: Net income $ 2,864,662 $ 1,704,487 Denominator: Basic EPS: Common shares outstanding, beginning of period 2,937,343 2,796,758 Unearned ESOP shares ( 179,226 ) ( 200,652 ) Weighted average common shares issued during the period 28,913 3,794 Weighted average ESOP shares earned during the period 58 60 Denominator for basic earnings per common shares – Weighted average common shares 2,787,088 2,599,960 Diluted EPS: Common shares outstanding, beginning of period 2,937,343 2,796,758 Unearned ESOP shares ( 179,226 ) ( 200,652 ) Weighted average common shares issued during the period 28,913 3,794 Weighted average ESOP shares earned during the period 58 60 Weighted average dilutive effect of stock options 98,786 99,714 Denominator for diluted earnings per common shares – Weighted average common shares 2,885,874 2,699,674 9 The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for continuing operations for the nine-month periods ended March 31: 2026 2025 Numerator: Net income $ 7,839,607 $ 5,211,303 Denominator: Basic EPS: Common shares outstanding, beginning of period 2,896,368 2,733,958 Unearned ESOP shares ( 189,817 ) ( 211,487 ) Weighted average common shares issued during the period 40,420 41,606 Weighted average ESOP shares earned during the period 5,314 5,437 Denominator for basic earnings per common shares – Weighted average common shares 2,752,285 2,569,514 Diluted EPS: Common shares outstanding, beginning of period 2,896,368 2,733,958 Unearned ESOP shares ( 189,817 ) ( 211,487 ) Weighted average common shares issued during the period 40,420 41,606 Weighted average ESOP shares earned during the period 5,314 5,437 Weighted average dilutive effect of stock options 106,514 99,414 Denominator for diluted earnings per common shares – Weighted average common shares 2,858,799 2,668,928 Note 4. Stock Based Compensation The Company follows FASB ASC 718-40 “Compensation – Stock Compensation” in establishing standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services, transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments, or transactions that may be settled by the issuance of those equity instruments. ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based on the fair value of the share-based payment. ASC 718 establishes fair value as the measurement objective in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans. Included as a reduction to the cost recognized for share-based payments is an estimate for option forfeitures. It is the Company’s policy to estimate expected option forfeitures based on historical experience. Actual forfeitures are adjusted prior to the vesting date if the impact is material. Total stock-based compensation expense recognized in the statements of comprehensive income for the three-month periods ended March 31, 2026 and 2025 was $ 51,638 and $ 93,223 , respectively, before income taxes. The amount of this stock-based compensation expense related to non-qualified stock options (“NQSOs”) for the three-month periods ended March 31, 2026 and 2025 was $ 3,728 and $ 8,362 , respectively. The deferred tax benefit related to the NQSOs as of March 31, 2026 and 2025 was $ 783 and $ 1,756 , respectively. Total stock-based compensation expense recognized in the statements of comprehensive income for the nine-month periods ended March 31, 2026 and 2025 was $ 177,716 and $ 286,256 , respectively, before income taxes. The amount of this stock-based compensation expense related to NQSOs for the nine-month periods ended March 31, 2026 and 2025 was $ 14,272 and $ 23,783 , respectively. The deferred tax benefit related to the NQSOs as of March 31, 2026 and 2025 was $ 2,997 and $ 4,994 , respectively. The remaining stock option expense in each year related to incentive stock options (“ISOs”) which are not deductible by the Company when exercised, assuming a qualifying disposition, and as such no deferred tax benefit was established related to these amounts. As of March 31, 2026, there was $ 55,379 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over the next three quarters, of which $ 49,166 relates to ISOs and $ 6,213 relates to NQSOs. The total deferred tax benefit related to these awards is expected to be $ 1,305 . 10 The Company has one employee stock option plan under which options or stock awards may be granted, the 2017 Stock Option and Restricted Stock Plan (the "2017 Plan"), approved by the Company’s stockholders at the Company’s Annual Meeting on December 1, 2017. The Board of Directors may grant options to acquire shares of common stock to employees and non-employee directors of the Company at the fair market value of the common stock on the date of grant. The maximum aggregate number of shares of Common Stock subject to options or awards to non-employee directors is 133,000 and the maximum aggregate number of shares of Common Stock subject to options or awards granted to non-employee directors during any single fiscal year is the lesser of 13,300 and 33 1/3 % of the total number of shares subject to options or awards granted in such fiscal year. The maximum number of shares subject to options or awards granted to any individual employee may not exceed 15,000 in a fiscal year. Generally, options granted have a two-year vesting period based on two years of continuous service and have a ten-year contractual life. Option grants provide for accelerated vesting if there is a change in control. Shares issued upon the exercise of options are from those held in Treasury. Options covering 400,000 shares are authorized for issuance under the 2017 Plan. As of March 31, 2026, options covering 250,094 shares have been exercised, options covering 134,937 shares are outstanding, and options covering 14,969 shares remain available for grant after factoring cancelled options, which are eligible to be re-granted. As of March 31, 2026 all options under the Company’s 2007 Stock Option and Restricted Stock Plan had been either granted, exercised, or expired. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option valuation model, which incorporates various assumptions including those for dividend yield, volatility, expected life and interest rates. The table below outlines the weighted average assumptions that the Company used to calculate the fair value of each option award during the nine months ended March 31, 2025. There were no option awards during the nine months ended March 31, 2026. March 31, 2025 Dividend yield 3.79 % Company’s expected volatility 32.85 % Risk-free interest rate 4.35 % Expected term 5.1 yrs Weighted average fair value per share of options granted during the period $ 5.37 The Company paid regular cash dividends on common stock of $ 0.75 per share and a special dividend on common stock of $ 0.75 per share for the nine months ended March 31, 2026 and paid $ 0.75 cash dividends for the nine months ended March 31, 2025. Expected stock price volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options. The expected option term (in years) represents the estimated period of time until exercise and is based on actual historical experience. The following table summarizes stock option activity during the nine months ended March 31, 2026 and 2025: Employee Stock Option Plans Weighted Number of Weighted Average Shares Average Remaining Aggregate Subject Exercise Contractual Intrinsic to Option Price Term Value Balance at July 1, 2024 322,056 $ 18.41 6.59 Granted 79,000 $ 21.79 9.29 Exercised ( 82,600 ) $ 17.94 — Forfeited or expired ( 500 ) $ 16.54 — Outstanding at March 31, 2025 317,956 $ 19.37 6.83 $ 2,471,791 Vested or expected to vest at March 31, 2025 302,783 $ 19.10 6.64 $ 2,363,682 Exercisable at March 31, 2025 162,556 $ 19.38 4.86 $ 1,262,070 Balance at July 1, 2025 228,146 $ 19.26 7.30 Granted — — — Exercised ( 90,709 ) $ 18.50 — Forfeited or expired ( 2,500 ) $ 21.50 — Outstanding at March 31, 2026 134,937 $ 19.74 7.14 $ 4,815,012 Vested or expected to vest at March 31, 2026 125,433 $ 19.60 7.05 $ 4,462,133 Exercisable at March 31, 2026 60,937 $ 17.10 5.74 $ 2,335,357 11 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing sale price of the Company’s common stock as reported on the NYSE American on March 31, 2026 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders if all option holders had exercised their options on March 31, 2026. This amount changes based on the fair market value of the Company’s common stock. The intrinsic value of options exercised during the nine months ended March 31, 2026 and 2025 was $ 1,933,156 and $ 841,603 , respectively. The following table summarizes changes in non-vested stock options during the nine months ended March 31, 2026 and 2025: Weighted Number Average of Shares Grant Date Subject Fair Value to Option (per Option) Non-vested at July 1, 2024 147,300 $ 4.15 Granted 79,000 $ 5.37 Vested ( 70,400 ) $ 4.16 Forfeited or expired ( 500 ) $ 4.03 Non-vested at March 31, 2025 155,400 $ 4.76 Non-vested at July 1, 2025 144,400 $ 4.76 Granted — — Vested ( 67,900 ) $ 4.03 Forfeited or expired ( 2,500 ) $ 5.45 Non-vested at March 31, 2026 74,000 $ 5.40 Note 5. Commitments and Contingencies The Company may periodically enter into standby letters of credit agreements with financial institutions, primarily in connection with guaranteeing future performance on certain contracts. There were no contingent liabilities associated with outstanding standby letters of credit at March 31, 2026 or June 30, 2025. The Company, as a U.S. Government contractor, is subject to audits, reviews, and investigations by the U.S. Government related to its negotiation and performance of government contracts and its accounting for such contracts. Failure to comply with applicable U.S. Government standards by a contractor may result in suspension from eligibility for award of any new government contract and a guilty plea or conviction may result in debarment from eligibility for awards. The government may, in certain cases, terminate existing contracts, recover damages, and impose other sanctions and penalties. As a result of contract audits, the Company will determine a range of possible outcomes and, in accordance with ASC 450 “Contingencies,” the Company will accrue amounts within a range that appears to be its best estimate of a possible outcome. Accruals, if any, are periodically adjusted based on current information. Occasionally, we may be party to various litigation matters and claims that could arise during the ordinary course of business. Currently, there are no matters pending. The Company received an award for $ 3.4 million in funding during the second quarter of fiscal year 2025 in support of continued facility and capital equipment upgrades for testing and qualification for the United States Navy. The funding is part of the Navy’s investment to improve and sustain the Surface Combatant Industrial Base. Work is being conducted on the Company’s property in Saratoga Springs, NY, which is anticipated to be completed by the end of fiscal year 2026. The Company will receive payments related to submission of milestone achievements. The first two milestones were achieved upon placement of all purchase orders and subsequently submitted for reimbursement. The final milestone and reimbursement are dependent on completion of all work to be performed and assets purchased to be placed in service. To receive full reimbursement of the $ 3.4 million award, the Company invested approximately 15 % or $ 508,000 of company funds over and above the $ 3.4 million award in relation to these facility improvements and capital equipment upgrades. The Company will record the receipt of milestone payments as a reduction from the cost of the assets. The Company will have an initial cash outlay to satisfy income tax obligations arising from the value of the milestone payments received. The cash outlay arising from federal income tax obligations is expected to be recaptured in future periods. Until recaptured, estimated tax obligations associated with the receipt of milestone payments are recorded on the balance sheet and included in deferred tax assets. As of March 31, 2026, the Company has received $ 2,029,608 in milestone reimbursements. Included in property, plant, and equipment at March 31, 2026 was $ 1,738,840 , net of reimbursements to date under this funding award. As of March 31, 2026, assets totaling $ 3,183,633 have been placed in service relative to this grant. As of March 31, 2026, there was $ 87,618 included in accounts payable for facility and capital upgrades, $ 78,397 of which is eligible to be reimbursed under this funding award. 12 Note 6. Revenue The Company follows FASB ASC 606 “Revenue from Contracts with Customers” to determine the recognition of revenue. This standard requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenues. Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services. Significant judgment is required in determining the satisfaction of performance obligations. Revenues from our performance obligations are satisfied over time using the output method which considers the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping point. Revenue is recognized when, or as, the customer takes control of the product or services. The output method best depicts the transfer of control to the customer as the output method represents work completed. Control is typically transferred to the customer at the shipping point, as the Company has a present right to payment, the customer has legal title to the asset, the customer has the significant risks and rewards of ownership of the asset, and in most instances the customer has accepted the asset. For milestones achieved, the customer has confirmed the performance defined in the contract, therefore the milestone has been met and the Company is entitled to payment. Total revenue recognized for the three and nine months ended March 31, 2026 based on units delivered was $ 10,081,725 and $ 28,702,885 , respectively, compared to $ 9,557,710 and $ 27,057,894 respectively, for the three and nine months ended March 31, 2025. Total revenue recognized for the three and nine months ended March 31, 2026 based on milestones achieved was $ 1,340,930 and $ 3,949,549 respectively, compared to $ 745,009 and $ 7,296,783 respectively, for the three and nine months ended March 31, 2025. Net sales to five significant customers accounted for approximately 73 % of the Company’s total sales for the three-month period ended March 31, 2026, with individual customers representing 12 %, 12 %, 13 %, 16 % and 20 % of sales. For the three-month period ended March 31, 2025, net sales to five significant customers represented 82 % of total sales, with individual customer concentration percentages of 14 %, 15 %, 16 %, 18 % and 19 %. For the nine-month period ended March 31, 2026, net sales to four significant customers accounted for approximately 61 % of the Company’s total sales, with individual customers representing 14 %, 14 %, 15 %, and 18 %. For the nine-month period ended March 31, 2025, net sales to six significant customers represented approximately 75 % of total sales with individual customer concentrations of 10 %, 11 %, 13 %, 13 %, 13 %, and 15 %. A single customer may participate in multiple active programs. Therefore, the loss of one program does not necessarily result in the loss of the customer relationship. The Company offers a standard one-year product warranty. Product warranties offered by the Company are classified as assurance-type warranties, which means the warranty only guarantees that the good or service functions as promised. Based on this, the provided warranty is not considered to be a distinct performance obligation. The impact of variable consideration has been considered but none identified which would be required to be allocated to the transaction price as of March 31, 2026. Our payment terms are generally 30-60 days. Contract liabilities were $ 33,493,308 and $ 22,886,404 as of March 31, 2026 and June 30, 2025, respectively. The increase in contract liabilities is primarily due to the advance collection of cash on specific contracts, offset in part, by revenue recognized. Of the $ 22,886,404 that was in contract liabilities as of June 30, 2025, $ 4,322,896 has been recognized in revenue as of the nine months ended March 31, 2026. The Company used the practical expedient to expense incremental costs incurred to obtain a contract when the contract term is less than one year. The opening accounts receivable balances, net of allowance for credit losses of $ 3,000 , at July 1, 2024 and July 1, 2025 were $ 6,635,490 and $ 7,598,888 , respectively. The Company’s backlog at March 31, 2026 totaling approximately $ 137.1 million is currently scheduled to be recognized in the following fiscal years: 11 % in 2026; 38 % in 2027; 22 % in 2028; 29 % thereafter. The timing of supplier deliveries of material, production schedules, the completion of engineering deliverables, among other factors, could cause these estimates to change. The contracts that make up the Company’s backlog are enforceable and include cancellation clauses. If a contract is terminated for the convenience of the government, the Company would be entitled to receive payments for our allowable costs and, in general, the proportionate share of fees or earnings for the work done. If a contract is terminated for default, the government generally would pay only for the work it has accepted. 13 Note 7. Recently Issued Accounting Standards Recent Accounting Pronouncements Not Yet Adopted In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide improvements primarily related to the rate reconciliation and income taxes paid information included in income tax disclosures. The Company would be required to disclose additional information regarding reconciling items equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory tax rate. Additionally, the Company would be required to disclose income taxes paid (net of refunds received) disaggregated by individual jurisdictions, when the taxes paid in an individual jurisdiction is equal to or greater than five percent of the Company’s total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for the annual period beginning July 1, 2025. The Company will assess the impact of ASU 2023-09 on its financial statements and plans to adopt the standard in its Form 10-K for the fiscal year ending June 30, 2026. In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” with the goal of improving disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in captions that are commonly presented on the face of the financial statements such as cost of sales, SG&A, and research and development. These amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effect date of the updates or retrospectively to any or all prior periods presented in the financial statements. The Company will evaluate the impact of this guidance on its financial statements. In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities” which seeks to enhance investor transparency regarding government grants by strengthening Generally Accepted Accounting Principles and establishing authoritative guidance for the recognition, measurement, and presentation of government grants. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If a business entity adopts the amendments in this update in an interim reporting period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. The Company intends to adopt ASU 2025-10 for any future grants received; however, no changes will be made to the disclosures for any existing grants. Note 8. Employee Stock Ownership Plan The Company sponsors a leveraged employee stock ownership plan (the "ESOP") that covers all nonunion employees who work 1,000 or more hours per year and are employed on June 30 th . The Company makes annual contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated shares received by the ESOP. All dividends on unallocated shares received by the ESOP are used to pay debt service. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings. As the debt is repaid, shares are released and allocated to active employees, based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with FASB ASC 718-40 “Share-based Payments.” Accordingly, the shares purchased by the ESOP are reported as Unearned ESOP shares in the balance sheets and the statements of changes in stockholders’ equity. As shares are released or committed-to-be-released, the Company reports compensation expense equal to the current average market price of the shares, and the shares become outstanding for earnings-per-share (EPS) computations. The ESOP borrowed from the Company an amount equal to the purchase price of the ESOP shares. The current outstanding loan will be repaid in fifteen (15) equal annual installments of principal which commenced June 2021. The unpaid balance bears interest at a fixed rate of 3.00 % per annum. ESOP compensation expense was $ 289,390 and $ 149,036 for the three-month periods ended March 31, 2026 and 2025, respectively. ESOP compensation expense was $ 748,336 and $ 435,298 for the nine-month periods ended March 31, 2026 and 2025, respectively. 14 The ESOP shares as of March 31, 2026 and 2025 were as follows: March 31, 2026 March 31, 2025 Allocated shares 347,528 383,812 Committed-to-be-released shares 15,885 16,253 Unreleased shares 173,932 195,234 Total shares held by the ESOP 537,345 595,299 Fair value of unearned shares $ 9,639,311 $ 5,296,698 The Company may at times be required to repurchase shares at the ESOP participants’ request at the shares’ fair market value. During the three and nine months ended March 31, 2026 and 2025, the Company did not repurchase shares held by the ESOP. The ESOP allows for eligible participants to take whole share distributions from the Plan on specific dates in accordance with the provision of the Plan. Total share distributions from the ESOP during the nine months ended March 31, 2026 totaled 57,954 , of which 31,011 were liquidated and 26,943 were transferred. Total share distributions from the ESOP during the nine months ended March 31, 2025 totaled 67,320 , of which 23,393 were liquidated and 43,927 were transferred. Note 9. Segment Reporting As of June 30, 2025, the Company adopted FASB’s ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which provides enhancements to qualitative and quantitative reportable segment disclosure requirements for all public companies. Operating segments are clearly defined components of an entity in which separate financial information is readily available and reviewed by the Chief Operating Decision Maker (“CODM”) when allocating resources and assessing company performance. Espey’s CODM is the Chief Executive Officer . There is one management team that oversees a single operating segment and reports directly to the CEO. Our CODM evaluates performance and makes operating decisions about allocating resources based on financial data as presented on the face of the financial statements, focusing on significant expenses, net income, and certain key performance indicators (“KPI”) presented on our internal monthly and weekly management reports. Significant expenses regularly provided to and reviewed by the CODM are Cost of Sales and Selling, General and Administrative costs which are each separately presented on the Company’s Statements of Comprehensive Income. During each of the quarters ended March 31, 2026 and 2025, domestic revenue accounted for the majority of total revenue. The Company manages sales in totality, under one reportable segment. 15 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Espey Mfg. & Electronics Corp. (“Espey”) is a power electronics design and original equipment manufacturing (OEM) company with a long history of developing and delivering reliable products for use in military and severe environment applications. Design, manufacturing, and testing is performed in our in-service 174,000+ square foot facility located at 233 Ballston Ave, Saratoga Springs, New York. Espey is classified as a “smaller reporting company” for purposes of the reporting requirements under the Securities Exchange Act of 1934, as amended. Espey’s common stock is publicly-traded on the NYSE American under the symbol “ESP.” Espey began operations after incorporation in New York in 1928. We strive to remain competitive as a leader in high power energy conversion and transformer solutions through the design and manufacture of new and improved products by using advanced and “cutting edge” electronic technologies. Espey is an ISO 9001:2015 and AS9100:2016 certified manufacturer of power conversion, advanced magnetics and “build to print” products where specifications are provided by the customer for the rugged industrial and military marketplace. Our primary products are power supplies, power converters, filters, power transformers, magnetic components, power distribution equipment, UPS systems, and antennas. The applications of these products include AC and DC locomotives, shipboard power, shipboard radar, airborne power, ground-based radar, and ground mobile power. Espey services include design, development, and build to specifications provided by the customer (build to print), design services, design studies, environmental testing services, metal fabrication, painting services, and development of automatic testing equipment. Espey is vertically integrated, meaning that the Company produces individual components (including inductors), populates printed circuit boards, fabricates metalwork, paints, wires, qualifies, and fully tests items, mechanically, electrically and environmentally, in house. Portions of the manufacturing and testing process are subcontracted to vendors on occasion. The Company markets its products primarily through its own direct sales organization and through outside sales representatives. Business is solicited from large industrial manufacturers and defense companies, the government of the United States, foreign governments and major foreign electronic equipment companies. Espey is also on the eligible list of contractors with the United States Department of Defense. We pursue opportunities for prime contracts directly with the Department of Defense and are generally solicited by Department of Defense procurement agencies for their needs falling within the major classes of products produced by the Company. Espey contracts with the Federal Government under cage code 20950 as Espey Mfg. & Electronics Corp. There is competition in all classes of products manufactured by the Company, ranging from divisions of the largest electronic companies to many small companies. The Company's sales do not represent a significant share of the industry's market for any class of its products. The principal methods of competition for electronic products of both a military and industrial nature include, among other factors, price, product performance, the experience of the particular company and history of its dealings in such products. Our business is not seasonal. However, the concentration of our business in the rail industry, equipment for military and industrial applications, and our customer concentrations expose us to on-going associated risks. These risks include, without limitation, fluctuating requirements for power supplies in the rail industry, dependence on appropriations from the United States Government and the governments of foreign nations, program allocations, the potential of governmental termination of orders for convenience, and the general strength of the industry sectors in which our customers transact business. Future procurement needs supporting the military and the rail industry continue to drive competition. Many of our competitors have invested, and continue to invest, aggressively in upfront product design costs and accept lower profit margins as a strategic means of maintaining existing business and enhancing market share. This continues to put pressure on the pricing of our current products and has lowered our profit margins on some of our new business. In order to compete effectively for new business, in some cases we have invested in upfront design costs, thereby reducing initial profitability as a means of procuring new long-term programs. As part of our strategy, we adjust our pricing in order to achieve a balance which enables us both to retain repeat programs while being more competitive in bidding on new programs. 16 Our sales strategy includes identifying and obtaining multiple new engineering design and development contracts in any given fiscal year to ensure optimal utilization of our engineering personnel in addition to securing follow-on production awards for product previously designed in-house, as well as, new or follow-on build to print opportunities. The Company targets those programs and opportunities which will generate future longer-term production tails in ensuing years. Occasionally, we accept work associated with engineering design studies. While unlikely to result in near-term follow-on orders, this positions us competitively for future awards and expands our engineering team’s skillset. The total backlog at March 31, 2026 was approximately $137.1 million, which included approximately $92.7 million from three significant customers, compared to $138 million at March 31, 2025, which included approximately $97.7 million from three significant customers. A single customer may participate in multiple active programs. Therefore, the loss of one program does not necessarily result in the loss of the customer relationship. For this reason, management believes that the customer backlog concentration poses minimal risk to the Company. The Company’s total backlog represents the estimated remaining sales value of work to be performed under firm contracts. It is not uncommon to receive orders which include delivery schedules extending beyond a year from the contract origination date. Accordingly, a customer’s future reorder point may vary. The backlog at March 31, 2026 is fully funded, with the exception of approximately $14.5 million, the majority of which represents amounts under multiple orders from a single customer. While there is no guarantee that future budgets and appropriations will provide funding for individual programs, management has included in the unfunded backlog only those programs that it believes are likely to receive funding based on program status and discussions with customers. Contracts are subject to modification, change or cancellation, and the Company accounts for these changes as they are probable and estimable. The Company evaluates the impact of any scope modifications and will adjust reserves to the extent information is known or estimable. Contracts are generally not cancellable without penalty or recourse. Management expects higher revenues for fiscal year 2026 when compared to fiscal year 2025. This expectation is driven primarily by orders already in our backlog that are planned to ship before the end of fiscal year 2026. Although 2026 sales for the first nine months were lower when compared to the first nine months of the prior year, management anticipates the volume of sales for the fourth quarter to be consistent when compared to the volume of sales in the previous two quarters and expects the fourth quarter results to be higher when compared to prior year. Further, management believes that net income for fiscal year 2026 will exceed net income from fiscal year 2025. The government shutdowns have had some impact on short term deliverables but based on current information management does not believe there will be a material impact on the fiscal year-end results. The ultimate impact of such events is inherently uncertain and beyond the Company’s control, and actual results could differ from current expectations. Occasionally, we encounter part obsolescence which requires us to identify an alternate part suitable for use. We continue to work with our customers on strategies to mitigate any adverse impact upon our ability to service their requirements. Factors which may arise after the placement of the customer’s order may cause us to miss projected delivery dates. Inflationary costs are expected to continue, but are not expected to have a significant impact on operating income in fiscal year 2026. Tariffs on steel and aluminum imports from various countries remain in effect and, while not directly imposed on the Company, have in some cases contributed to higher costs from suppliers. Although we are not currently experiencing any significant financial or raw material sourcing issues resulting from product tariffs, the Company cannot provide any assurance that the existing tariffs, the potential of additional tariffs, and the associated volatility arising from foreign trade policies, will not have a negative impact on future earnings. The labor workforce remains stable. Management continues to closely monitor workforce labor requirements to support our sales backlog and planned delivery schedules. Longer time-to-hire challenges remain for certain positions due to specific skillsets required for those positions. Unemployment rates in the local geographic region trend lower than the national average which has created a competitive recruiting environment. Where possible, the Company continues to offer on-the-job training and when necessary, continues to recruit personnel outside the local region. Combined with supply chain constraints, unforeseen labor disruptions could delay shipments, result in missing our scheduled backlog delivery projections, and adversely affect operating income. Successful conversion of engineering program backlog into sales is largely dependent on the execution and completion of our engineering design efforts. It is not uncommon to experience technical or scheduling delays as a result of, among other reasons, design complexity, the availability of personnel with the requisite expertise, and the requirements to obtain customer approval at various milestones. Cost overruns arising from technical challenges, scheduling delays, and increased raw material costs could negatively impact the timing of the conversion of backlog into sales, or the profitability of those sales. Engineering programs in both the funded and unfunded portions of the current backlog aggregate $15.5 million. It is presently anticipated that approximately $15.1 million of orders comprising the March 31, 2026 backlog will be filled during the fiscal year ending June 30, 2026, subject to the impact of the factors identified above which, can affect the actual order amount fulfilled by the end of fiscal year 2026. In addition, we may make shipments against orders received subsequently to March 31, 2026, prior to the end of the current fiscal year. 17 The Company expects new orders in fiscal year 2026 to be lower than those received in fiscal year 2025. During fiscal year 2025, the Company received $86.4 million in new orders which included two significant, multi-year contract awards in an aggregate sum of $49.4 million. New orders received in the first nine months of fiscal year 2026 were $30 million as compared to $75.1 million of new orders received in the first nine months of fiscal year 2025. Management believes that the Company’s ongoing efforts to secure strategic opportunities positions the Company well for positive long-term results. The Company currently has outstanding opportunities representing approximately $152.5 million in the aggregate as of May 7, 2026, for both repeat and new programs. Outstanding opportunities encompass various new and previously manufactured power supplies, transformers, and subassemblies. The stated amount includes only those opportunities that we believe are likely to be awarded based on factors which include: quotation status, communicated award dates, historical ordering, public information on defense programs and program funding, discussion with customers, and our cost competitiveness. However, there can be no assurance that the Company will acquire any of the outstanding opportunities described above, many of which are subject to allocations of the United States defense spending and elements affecting the defense industry. Many solicitations we receive for the procurement of goods and services takes place by competitive bidding. Historically, a small number of customers have accounted for a large percentage of the Company’s total sales in any given fiscal year. Management continues to pursue opportunities with current and new customers with an overall objective of lowering the concentration of sales, mitigating excessive reliance upon a single major product of a particular program and minimizing the impact of the loss of a single significant customer. As previously stated above, a single customer may participate in multiple active programs. Therefore, the loss of one program does not necessarily result in the loss of the customer relationship. For this reason, management believes that sales concentration poses minimal risk to the Company. Given the nature of our business, we believe our existing sales order backlog is fairly diversified in terms of customers and the category of products on order. Critical Accounting Policies and Estimates The preparation of our financial statements in accordance with Generally Accepted Accounting Principles requires management to make certain judgments, estimates, and assumptions that affect the reported amounts as presented on the face of the financial statements. These critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable. Management continually reviews and evaluates these critical accounting policies and estimates in light of evolving business conditions, regulatory developments, and changes in the economic environment. As future events cannot be determined and their impact on the financial statements are uncertain, actual results may differ from our estimates and could be material to the financial statements. Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from established estimates. The critical accounting policies and estimates that we believe have the most significant effect on our financial statements are revenue recognition, inventory valuation, and deferred taxes. Revenue Recognition The majority of our sales are generated from military contracts from defense companies, the Department of Defense, other agencies of the government of the United States and foreign governments. Additionally, there is a small portion of sales derived from the rail industry. We provide our products and design and development services under fixed-price contracts. Under fixed-price contracts we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, our generated profit will fluctuate or a loss could be incurred. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. Significant judgment is required in determining performance obligations. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. As the Company does not have standalone observable prices, a contract’s transaction price of each performance obligation is based on the standalone selling price, which is determined using an expected cost plus a margin approach. 18 We account for a contract with a customer after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection of substantially all of the amount to which the entity will be entitled in exchange for the goods or services that will be transferred to the customer is probable. We assess each contract at its inception to determine whether it should be combined with other contracts. When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time, or were negotiated with an overall profit objective. We recognize revenue using the output method based on the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping point. Inventory Valuation Raw materials are valued at the lower of cost (average cost) or net realizable value. Balances for slow-moving and obsolete inventory are reviewed on a regular basis by analyzing estimated demand, inventory on hand, sales levels, market conditions, and other information. Inventory balances are reduced based on this analysis. Inventoried work relating to contracts in process and work-in-process is valued at actual production cost, including factory overhead incurred to date. Contract costs include material, subcontract costs, labor, and an allocation of overhead costs. Work-in-process represents spare units and parts and other inventory items acquired or produced to service units previously sold or to meet anticipated future orders. Provision for losses on contracts is made when the existence of such losses becomes probable and estimable. The provision for losses on contracts is included in other accrued expenses on the Company’s balance sheet. The costs attributed to units delivered under contracts are based on the estimated average cost of all units expected to be produced. Certain contracts are expected to extend beyond twelve months. The estimation of total cost at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract. Given the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process. When a change in expected sales value or estimated cost is determined, the change is reflected in current period earnings. Deferred Taxes The Company follows the provisions of the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (ASC) Topic 740-10, “Accounting for Income Taxes." Under the provisions of FASB ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Contract Liabilities Contract liabilities include advance payments and billings in excess of revenue recognized. Accounts Receivable and Allowance for Credit Losses The Company extends credit to its customers in the normal course of business and collateral is generally not required for trade receivables. Exposure to credit risk is controlled through the use of credit approvals, credit limits, and monitoring procedures. The accounts receivable balance is reported net of an allowance for credit losses. The Company estimates the allowance based on its analysis of historical experience, current economic market conditions, performance of specific account reviews, and other factored considerations to include, but not limited to, contracts covered by government funding and the overall health of the industry. Interest is not charged on past due balances. Based on these factors, there was an allowance for credit losses of $3,000 at March 31, 2026 and June 30, 2025. Changes to the allowance for credit losses are charged to expense and reduced by charge-offs, net of recoveries. 19 Results of Operations Net sales for the three months ended March 31, 2026 and 2025 were $11,422,655 and $10,302,719, respectively. Net sales for the nine months ended March 31, 2026 and 2025 were $32,652,434 and $34,354,677, respectively. In general, sales fluctuations may occur during comparable fiscal periods as the direct result of sales backlog levels, product mix, and specific contractual terms of those firm orders placed including contract value, scope of work, and contract delivery schedules. The increase in sales during the three months ended March 31, 2026 when compared to the same period last year was entirely attributable to an increase in sales on a few key magnetics programs and an increase in our sales related to a specific field service job, offset in part by a decrease in sales related to three main power supply programs and one build to print program. For the nine months ended March 31, 2026, the decrease in sales (notwithstanding the increase in sales for the three months ended March 31, 2026) when compared to the same period last year is primarily due to the number of units delivered, product mix, and timing of milestone achievement on key programs. The decrease in sales in the current year was mainly related to two specific power supply programs and a build to print program where there was a decrease in the number of units delivered. Additionally, there was a decrease in sales related to a key magnetics program where a milestone deliverable has shifted due to various factors outside of the company’s control. This decrease was partially offset by an increase in sales for the nine months ended March 31, 2026 related to two other power supply programs where we saw an increase in units delivered, another key magnetics program with increase milestone related revenue, and an increase in our sales for field service support. In summary, the decline in sales during the nine months ended March 31, 2026 when compared to the same period last year reflects the change in timing of shipments and milestone completion on select programs and is not indicative of a sustained change in overall sales trends or order volume. Certain factors outside of the Company’s control, including government approval timelines and vendor related issues can adversely affect our ability to meet deliveries that were originally scheduled within any given quarter. Given the non-seasonal nature of our business, these results are not indicative of management’s current anticipated year-over-year results. Gross profits for the three months ended March 31, 2026 and 2025 were $4,229,345 and $2,948,384. Gross profit as a percentage of sales was 37.0% and 28.6%, for the same periods, respectively. Gross profits for the nine months ended March 31, 2026 and 2025 were $11,658,928 and $8,912,978. Gross profit as a percentage of sales was 35.7% and 25.9%, for the same periods, respectively. Gross profits have continued to improve through the first three quarters of fiscal year 2026 compared with the prior year. Strong gross profits are driven by product mix, labor efficiencies, and process improvements, partially offset by unforeseen investments in certain fixed-price engineering contracts. Specific power supply programs have needed additional testing as a result of further design considerations identified during the development process. The primary factors in determining the change in gross profit and net income are overall sales levels and product mix. The gross profits on mature products and build to print contracts are typically higher as compared to products which are still in the engineering development stage or in early stages of production. In the case of the latter, the Company can incur what it refers to as “loss contracts,” primarily on engineering design contracts in which the Company invests with the objective of developing future product sales. In any given accounting period the mix of product shipments between higher margin programs, less mature programs, and expenditures associated with loss contracts, has a significant impact on gross profit and net income. Selling, general and administrative expenses were $1,245,975 for the three months ended March 31, 2026, an increase of $48,713, compared to the three months ended March 31, 2025. Selling, general and administrative expenses were $3,538,681 for the nine months ended March 31, 2026, an increase of $120,475 compared to the nine months ended March 31, 2025. The slight increase in spending for both the three and nine months ended March 31, 2026 as compared to the same period last year was driven by an increase in employee health benefits, ESOP contributions, facility costs, and professional services. These increases were partially offset by a decrease in employee stock option expense, outside selling expenses, travel and entertainment expenses, and advertising costs for both the three and nine months ended March 31, 2026. 20 Other income for the three months ended March 31, 2026 and 2025 was $408,050 and $336,306, respectively. Other income for the nine months ended March 31, 2026 and 2025 was $1,344,526 and $883,139, respectively. The primary reason for the increase during the three and nine months ended March 31, 2026 is due to the increase in interest income resulting from an increase in cash held in money market accounts and investment securities. Interest income is a function of the level of investments and investment strategies that generally tend to be conservative. The Company’s effective tax rate for the three and nine months ended March 31, 2026 was 15.5% and 17.2% respectively, compared to approximately 18.3% for the three and nine months ended March 31, 2025. The effective tax rate in fiscal year 2026 is less than the statutory tax rate due to the benefit received from ESOP dividends paid on allocated shares, the benefit derived from stock-based compensation, and FDII deductions, offset in part by the permanent difference in ESOP fair market value and cost which is not deductible for tax purposes. The effective tax rate for the three months ended March 31, 2026 was lower than the same period last year, primarily due to the increased tax benefit for stock forfeitures and stock option exercises within the quarter. The lower effective tax rate for the nine months ended March 31, 2026 compared to the same period in 2025 is primarily due to the increase in tax benefit for stock forfeitures and stock option exercises. In July 2025, the One Big Beautiful Bill Act (the "Tax Act") was enacted, introducing a series of corporate tax changes in the U.S., including 100% bonus depreciation on qualified property and full expensing for research and development expenditures. The impacts of the Tax Act are reflected in our results for the three and nine months ended March 31, 2026 and there was no material impact to our income tax expense or effective tax rate. Net income for the three months ended March 31, 2026 was $2,864,662 or $1.03 and $0.99 per share, basic and diluted, respectively, compared to net income of $1,704,487 or $0.66 and $0.63 per share, basic and diluted, respectively, for the three months ended March 31, 2025. Net income for the nine months ended March 31, 2026 was $7,839,607 or $2.85 and $2.74 per share, basic and diluted, respectively, compared to net income of $5,211,303 or $2.03 and $1.95 per share, basic and diluted, respectively, for the nine months ended March 31, 2025. The increase in net income in the three and nine months ended March 31, 2026 when compared to the same period last year resulted primarily from the increase in gross profit and increase in interest income which was offset in part by the increase in selling, general, and administrative expenses and the provision for income taxes discussed in detail above. Liquidity and Capital Resources The Company's working capital is an appropriate indicator of the liquidity of its business. During the past two fiscal years, the Company has funded all of its operations with cash flows resulting from operating activities and when necessary, from its existing cash and investments. The Company did not borrow any funds during the last two fiscal years. Management has a $3,000,000 line of credit available to help fund further growth or working capital needs but does not anticipate the need for any borrowed funds in the foreseeable future. Contingent liabilities related to outstanding standby letters of credit were zero as of March 31, 2026 and 2025. The existing line of credit was renewed in February 2026. The Company's working capital as of March 31, 2026 and 2025 was approximately $50.5 million and approximately $39.9 million, respectively, including the reclassification disclosed in Note 1. The Company may at times be required to repurchase shares at the ESOP participants’ request at fair market value. During the three and nine months ended March 31, 2026 and 2025, the Company did not repurchase any shares held by the ESOP. Under existing authorizations from the Company's Board of Directors, as of March 31, 2026, management is authorized to purchase an additional $783,460 of Company stock. The table below presents the summary of cash flow information for the fiscal years indicated: Nine Months Ended March 31, 2026 2025 Net cash provided by operating activities $ 6,297,074 $ 18,219,771 Net cash used in investing activities $ (1,549,410 ) $ (8,265,308 ) Net cash used in financing activities $ (2,450,700 ) $ (446,971 ) 21 Net cash provided by operating activities fluctuates between periods primarily as a result of differences in sales and net income, provision for income taxes, the timing of the collection of accounts receivable, purchase of inventory, and payment of accounts payable. The decrease in cash provided by operating activities compared to the prior year primarily relates to an increase in inventories, prepaid expenses and other current assets, and a decrease in accounts receivable. This is offset in part by an increase in contract liabilities for cash advances received from customers. Net cash used in investing activities decreased in the nine months ended March 31, 2026 as compared to the same period in 2025 due to an increase in proceeds collected from awarded grants, and proceeds from the sale and maturity of investment securities offset by a slight increase in additions to property, plant, and equipment. Net cash used in financing activities increased solely due to the increase in dividends paid when compared to the same period last year offset in part by the proceeds collected from the exercise of stock options. The Company currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents will be sufficient to meet its long-term funding requirements for the foreseeable future. During the nine months ended March 31, 2026, the Company expended $2,800,998 for plant improvements and new equipment, of which $2,029,608 was reimbursed under the $3.4 million award that was received by the Company in the second quarter of fiscal year 2025. During the nine months ended March 31, 2025, the Company expended $2,509,088 for plant improvements and new equipment, of which $2,346,233 was eligible to be reimbursed under the $7.4 million award received by the Company in fiscal year 2023. The awards received by the Company are in support of facility and capital equipment upgrades for testing and qualification for the United States Navy. These funding awards are part of the Navy’s investment to improve and sustain the Surface Combatant Industrial Base. The Company initially allocated approximately $850,000 for new equipment and plant improvements in fiscal year 2026, which are not reimbursable under the funding awards received. Actual spending at the end of the third quarter surpassed this budget. Excluding any further investments during the fourth quarter, year-to-date additions to property plant and equipment totaled approximately $855,000 which were directed towards essential investments in facility upgrades, expenditures to maintaining market competitiveness, and items needed to fulfill current contractual requirements. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including the Company's dependence on timely development, introduction and customer acceptance of new products, the impact of competition and price erosion, supply and manufacturing constraints, potential new orders from customers, the impact of cyber or other security threats or other disruptions to our business, the impact of inflationary pressures on the United States economy and our operations and other risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is a smaller reporting company as defined under Securities and Exchange Commission Rule 12b-2. Pursuant to the exemption available to smaller reporting company issuers under Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk, the Company is not required to provide the information for this item. Item 4. Controls and Procedures (a) The Company's management, with the participation of the Company's Chief Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. (b) There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 22 PART II: Other Information and Signatures Item 1. Legal Proceedings Currently, there are no matters pending against the Company which could reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Securities Sold (c) Securities Repurchased As of March 31, 2026 the Company can repurchase up to $783,460 of its common stock pursuant to an existing authorization by the Board of Directors. During the quarter ended March 31, 2026 no shares were repurchased. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable Item 5. Other Information None Item 6. Exhibits 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 23 S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ESPEY MFG. & ELECTRONICS CORP. /s/ David O’Neil David O’Neil President and Chief Executive Officer /s/ Kaitlyn O’Neil Kaitlyn O’Neil Principal Financial Officer Date: May 12, 2026 24