What changed in this filing

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Item 1. Financial Statements

2026-01-13 compared with 2025-10-14 · 68 added, 46 removed, 300 unchanged (28% of the section changed)

4 unchanged sentences

(Amounts in thousands)

August 31, 2025

March 2, 2025*

70 unchanged sentences

Treasury Stock

(Loss) Earnings

Balance, March 2, 2025

10 unchanged sentences

Balance, August 31, 2025

Unrealized gain on marketable securities, net of tax

Stock options exercised

Stock-based compensation

Cash dividends ($ 0.125 per share)

Balance, November 30, 2025

See Notes to Condensed Consolidated Financial Statements (Unaudited).

PARK AEROSPACE CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (continued)

(Amounts in thousands, except share and per share amounts)

Comprehensive

Treasury Stock

(Loss) Earnings

Balance, March 3, 2024

9 unchanged sentences

Balance, September 1, 2024

Unrealized gain on marketable securities, net of tax

Stock-based compensation

Repurchase of treasury shares

Cash dividends ($ 0.125 per share)

Balance, December 1, 2024

See Notes to Condensed Consolidated Financial Statements (Unaudited).

5 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:

Adjustments to reconcile net earnings to net cash provided by operating activities:

Non-cash storm damage charge

6 unchanged sentences

Changes in operating assets and liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities:

21 unchanged sentences

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of Shareholders’ Equity as of August 31, 2025, the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Earnings for the 13 weeks and 26 weeks ended August 31, 2025 and September 1, 2024, and the Condensed Consolidated Statements of Cash Flows for the 26 weeks ended August 31, 2025 and September 1, 2024 have been prepared by Park Aerospace Corp.

The Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of Shareholders’ Equity as of November 30, 2025, the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Earnings for the 13 weeks and 39 weeks ended November 30, 2025 and December 1, 2024, and the Condensed Consolidated Statements of Cash Flows for the 39 weeks ended November 30, 2025 and December 1, 2024 have been prepared by Park Aerospace Corp.

(the “Company”), without audit.

In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at August 31, 2025 and the results of operations and cash flows for all periods presented.

In the opinion of management, these unaudited Condensed Consolidated Financial Statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at November 30, 2025 and the results of operations and cash flows for all periods presented.

The Condensed Consolidated Statements of Operations are not necessarily indicative of the results to be expected for the full fiscal year or any subsequent interim period.

1 unchanged sentence

It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2025.

There have been no significant changes to such accounting policies during the 26 weeks ended August 31, 2025.

There have been no significant changes to such accounting policies during the 39 weeks ended November 30, 2025.

FAIR VALUE MEASUREMENTS

17 unchanged sentences

If, based on that assessment, the Company believes it is more likely than not that fair value is less than carrying value, a goodwill impairment test is performed.

There have been no changes in events or circumstances which required impairment charges to be recorded during the 13 weeks and 26 weeks ended August 31, 2025.

There have been no changes in events or circumstances which required impairment charges to be recorded during the 13 weeks and 39 weeks ended November 30, 2025.

MARKETABLE SECURITIES

3 unchanged sentences

The following is a summary of available-for-sale securities:

August 31, 2025

November 30, 2025

Treasury and other government securities

4 unchanged sentences

The following table shows the amortized cost basis of, and gross unrealized gains and losses on, the Company’s available-for-sale securities:

Amortized Cost Basis

Gross Unrealized Gains

Gross Unrealized Losses

August 31, 2025:

Amortized Cost

November 30, 2025:

Treasury and other government securities

3 unchanged sentences

Total marketable securities

The estimated fair values of such securities at August 31, 2025 by contractual maturity are shown below:

The estimated fair values of such securities at November 30, 2025 by contractual maturity are shown below:

Due in one year or less

16 unchanged sentences

The Company’s existing leases are not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing or exercise its available renewal options.

Future minimum lease payments under non-cancellable operating leases as of August 31, 2025 are as follows:

Future minimum lease payments under non-cancellable operating leases as of November 30, 2025 are as follows:

Total undiscounted operating lease payments

2 unchanged sentences

The above payment schedule includes renewal options that the Company is reasonably likely to exercise.

Leases with an initial term of 12 months or less are not recorded on the Company’s Condensed Consolidated Balance Sheet.

Leases with an initial term of 12 months or less are not recorded on the Company’s Condensed Consolidated Balance Sheets.

The Company recognizes lease expense for these leases on a straight-line basis over the terms of the leases.

For the 13 weeks and 26 weeks ended August 31, 2025, the Company’s operating lease expenses were $ 17 and $ 34 , respectively.

For the 13 weeks and 39 weeks ended November 30, 2025, the Company’s operating lease expenses were $ 17 and $ 51 , respectively.

Cash payments of $ 43 , pertaining to operating leases, are reflected in the cash flow statement under cash flows from operating activities.

The following table sets forth the right-of-use assets and operating lease liabilities as of August 31, 2025:

The following table sets forth the right-of-use assets and operating lease liabilities as of November 30, 2025:

Operating right-of-use assets

4 unchanged sentences

STOCK-BASED COMPENSATION

As of August 31, 2025, the Company had a 2018 Stock Option Plan (the “2018 Plan”) and no other stock-based compensation plan.

As of November 30, 2025, the Company had a 2018 Stock Option Plan (the “2018 Plan”) and no other stock-based compensation plan.

The 2018 Plan was adopted by the Board of Directors of the Company on May 8, 2018, approved by the shareholders of the Company at the Annual Meeting of Shareholders of the Company on July 24, 2018, and amended by the shareholders of the Company on July 18, 2024 and provides for the grant of options to purchase up to 1,550,000 shares of common stock of the Company.

4 unchanged sentences

Any shares of common stock subject to an option under the 2018 Plan, which expires or is terminated unexercised as to such shares, shall again become available for issuance under the 2018 Plan.

During the 26 weeks ended August 31, 2025, the Company granted options to its directors and certain of its employees under the 2018 Plan to purchase a total of 148,700 shares of common stock.

During the 39 weeks ended November 30, 2025, the Company granted options to its directors and certain of its employees under the 2018 Plan to purchase a total of 148,700 shares of common stock.

The future compensation expense to be recognized in earnings before income taxes is $ 476 and will be recorded on a straight-line basis over the requisite service period.

7 unchanged sentences

Volatility factors were based on historical volatility of the Company’s common stock.

The expected dividend yields were based on the regular quarterly cash dividend per share most recently declared by the Company and on the exercise price of the options granted during the 13 weeks and 26 weeks ended August 31, 2025.

The estimated term of the options was based on evaluations of the historical and expected future employee exercise behavior.

The future compensation expense to be recognized in earnings before income taxes for options outstanding at August 31, 2025 was $ 970 , which is expected to be recognized ratably over a weighted average vesting period of 1.47 years.

The following is a summary of option activity for the 26 weeks ended August 31, 2025:

Outstanding Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value

The future compensation expense to be recognized in earnings before income taxes for options outstanding at November 30, 2025 was $ 864 , which is expected to be recognized ratably over a weighted average vesting period of 1.38 years.

The following is a summary of option activity for the 39 weeks ended November 30, 2025:

Exercise Price

Weighted Average

Remaining Contractual

Term (in years)

Balance, March 2, 2025

Terminated or expired

Balance, August 31, 2025

Vested and exercisable, August 31, 2025

Balance, November 30, 2025

Vested and exercisable, November 30, 2025

EARNINGS PER SHARE

11 unchanged sentences

Diluted earnings per share

Potentially dilutive securities, which were not included in the computation of diluted earnings per share, because either the effect would have been anti-dilutive or the options’ exercise prices were greater than the average market price of the common stock, were 147,000 and 84,000 for the 13 weeks ended August 31, 2025 and September 1, 2024, respectively, and 241,000 and 42,000 for the 26 weeks ended August 31, 2025 and September 1, 2024, respectively.

Potentially dilutive securities, which were not included in the computation of diluted earnings per share, because either the effect would have been anti-dilutive or the options’ exercise prices were greater than the average market price of the common stock, were 0 and 75,000 for the 13 weeks ended November 30, 2025 and December 1, 2024, respectively, and 161,000 and 53,000 for the 39 weeks ended November 30, 2025 and December 1, 2024, respectively.

SHAREHOLDERS ’ EQUITY

1 unchanged sentence

This authorization supersedes any unused prior Board of Directors’ authorizations to purchase shares of the Company’s common stock.

The Company purchased 166,955 and 149,633 shares of its common stock during the 26 weeks ended August 31, 2025 and September 1, 2024, respectively.

As a result, the Company is authorized to purchase up to a total of 781,766 shares of its common stock, representing approximately 3.9 % of the Company’s 19,905,823 total outstanding shares as of the close of business on October 7, 2025.

The Company purchased 166,955 and 180,547 shares of its common stock during the 39 weeks ended November 30, 2025 and September 1, 2024, respectively.

As a result, the Company is authorized to purchase up to a total of 781,766 shares of its common stock, representing approximately 3.9 % of the Company’s 19,925,798 total outstanding shares as of the close of business on January 7, 2026.

There is no assurance the Company will purchase any shares pursuant to this Board of Directors’ authorization.

Shares purchased by the Company, if any, will be retained as treasury stock and will be available for use under the Company’s stock option plan and for other corporate purposes.

For the 13 weeks and 26 weeks ended August 31, 2025, the Company recorded income tax provisions from operations of $ 831 and $ 1,525 , respectively, which included discrete income tax provisions of $( 10 ) and $( 38 ), respectively.

For the 13 weeks and 26 weeks ended September 1, 2024, the Company recorded income tax provisions from operations of $ 750 and $ 1,126 , respectively, which included discrete income tax provisions of $ 22 and $ 41 , respectively.

The Company’s effective tax rates for the 13 weeks and 26 weeks ended August 31, 2025 were 25.7 % and 25.4 %, respectively, compared to 26.6 % and 26.9 % in the comparable prior periods.

The effective tax rates for the 13 weeks and 26 weeks ended August 31, 2025 were higher than the U.S.

For the 13 weeks and 39 weeks ended November 30, 2025, the Company recorded income tax provisions from operations of $ 1,037 and $ 2,562 , respectively, which included discrete income tax provisions of $( 21 ) and $( 59 ), respectively.

For the 13 weeks and 39 weeks ended December 1, 2024, the Company recorded income tax provisions from operations of $ 559 and $ 1,685 , respectively, which included discrete income tax provisions of $ 19 and $ 60 , respectively.

The Company’s effective tax rates for the 13 weeks and 39 weeks ended November 30, 2025 were 26.0 % and 25.6 %, respectively, compared to 26.2 % and 26.7 % in the comparable prior periods.

The effective tax rates for the 13 weeks and 39 weeks ended November 30, 2025 were higher than the U.S.

statutory rate of 21 % primarily due to state and local taxes and a discrete income tax provision for the accrual of interest related to unrecognized tax benefits.

The effective rates for the 13 weeks and 26 weeks ended September 1, 2024 were higher than the U.S.

The effective rates for the 13 weeks and 39 weeks ended December 1, 2024 were higher than the U.S.

statutory rate of 21 % primarily due to state and local taxes and a discrete income tax provision for the accrual of interest related to unrecognized tax benefits.

18 unchanged sentences

STORM DAMAGE CHARGE

The Company recorded a charge of $ 46 and $ 1,098 , respectively, for storm damage in the 13 weeks and 26 weeks ended September 1, 2024.

The Company recorded a charge of $ 1,098 for storm damage in the 39 weeks ended December 1, 2024.

On May 19, 2024, the Company’s manufacturing facilities in Newton, Kansas were damaged by a strong storm which transited the area.

21 unchanged sentences

In the case of the Company’s subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services.

Neither the Company nor any of its sub‐sidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites.

Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites.

The Company believes it maintains an effective and comprehensive environmental compliance program.

The insurance carriers which provided general liability insurance coverage to the Company and its subsidiaries for the years dur‐ing which the Company’s subsidiaries’ waste was disposed at these three sites have in the past reimbursed the Company and its subsidiaries for 100 % of their legal defense and remediation costs associated with two of these sites.

The insurance carriers which provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company’s subsidiaries’ waste was disposed at these three sites have in the past reimbursed the Company and its subsidiaries for 100 % of their legal defense and remediation costs associated with two of these sites.

The Company does not record environmental liabilities and related legal expenses for which the Company believes that it and its subsidiaries have general liability insurance coverage for the years during which the Company’s subsidiaries’ waste was disposed at two sites for which certain subsidiaries of the Company have been named as potentially responsible parties.

Pursuant to such general liability insurance coverage, three insurance carriers reimburse the Company and its subsidiaries for 100% of the legal defense and remediation costs associated with the two sites.

Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental mat‐ters described above.

The Company accrues estimated costs asso‐ciated with known environmental matters when such costs can be reasonably estimated and when the outcome appears probable.

Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental matters described above.

The Company accrues estimated costs associated with known environmental matters when such costs can be reasonably estimated and when the outcome appears probable.

The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the Company’s results of operations, cash flows or financial position.

On March 27, 2025, Park and ArianeGroup SAS entered into an agreement under which Park would advance funds to ArianeGroup SAS against future purchases of C2®B product in the total amount of € 4,587 payable in three installments in 2025, 2026, and 2027.

On March 27, 2025, Park and ArianeGroup SAS entered into an agreement under which Park would advance funds to ArianeGroup SAS against future purchases of RAYCARB C2®B product in the total amount of € 4,587 payable in three installments in 2025, 2026, and 2027.

The advance would be paid as follows:

€ 1,376 was paid in April 2025 (actual cost of $ 1,564 ), € 1,835 to be paid in the first quarter of fiscal 2027 (approximately $ 2,149 based on October 7, 2025 exchange rates) and € 1,376 to be paid in the first quarter of fiscal 2028 (approximately $ 1,611 based on October 7, 2025 exchange rates).

These advanced funds are to be used to help fund the purchase and installation, by ArianeGroup SAS, of additional manufacturing equipment for ArianeGroup SAS’ production of C2®B product.

Under the agreement, the Company commits to purchase C2®B product through December 2033 at an estimated cost of € 36,000 .

The Company has a remaining advance of $ 1,608 in Other Assets on the Condensed Consolidated Balance Sheet at August 31, 2025.

€ 1,376 was paid in April 2025 (actual cost of $ 1,564 ), € 1,835 to be paid in the first quarter of fiscal 2027 (approximately $ 2,142 based on January 7, 2026 exchange rates) and € 1,376 to be paid in the first quarter of fiscal 2028 (approximately $ 1,607 based on January 7, 2026 exchange rates).

These advanced funds are to be used to help fund the purchase and installation, by ArianeGroup SAS, of additional manufacturing equipment for ArianeGroup SAS’ production of RAYCARB C2®B product.

Under the agreement, the Company commits to purchase RAYCARB C2®B product through December 2033 at an estimated cost of € 36,000 .

The Company has a remaining advance of $ 1,596 in Other Assets on the Condensed Consolidated Balance Sheet at November 30, 2025.

OPERATING SEGMENT

4 unchanged sentences

In addition, segment assets reviewed by the CODM are reported on the Company’s Condensed Consolidated Balance Sheets as total assets.

SUBSEQUENT EVENT

On January 13, 2026, the Company entered into an Equity Distribution Agreement with Needham & Company, LLC (“Needham”) and Citizens JMP Securities, LLC (“Citizens”) (the “Distribution Agreement”) with respect to an at the market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $ 0.10 per share, having an aggregate offering price of up to $ 50.0 million through Needham and Citizens as its sales agents or principals.

The Company is not obligated to sell any shares under the Distribution Agreement.

Subject to the terms and conditions of the Distribution Agreement, Needham and Citizens will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable laws and regulations, to sell shares of the Company’s common stock from time to time based upon instructions received from the Company, including any price, time or size limits or other customary parameters or conditions specified, subject to certain limitations.

Under the Distribution Agreement, Needham and Citizens may sell shares of the Company’s common stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.

The issuance and sale, if any, of shares of the Company’s common stock under the Distribution Agreement will be made pursuant to a registration statement on Form S-3 that the Company expects to file with the U.S.

Securities and Exchange Commission (“SEC”) on January 13, 2026, if and when that registration statement is declared effective.

The offering will be described in a prospectus filed as part of the registration statement.

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