Skip to main content

NAPCO SECURITY TECHNOLOGIES, INC

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 2, 2026

NSSC$31.43+3.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

**Note 1.**Description of Business and Basis of Presentation

Description of business

Napco Security Technologies, Inc (“Napco”, “the Company”, “we”, “our”) is a leading manufacturer and designer of high-tech electronic security devices, cellular communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions. We offer a diversified array of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold principally to independent distributors, dealers and installers of security equipment. We have established a national network of trusted independent security dealers and integrators that are experts at selling, installing and supporting our various technologies. These dealers and installers are dependent on our platform for communication services to our radio communicators and smart security devices, and they pay us a monthly fee for these services to operate and manage their businesses efficiently.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Napco and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for annual financial statements. They should be read together with our audited consolidated financial statements and related notes thereto for the year ended June 30, 2026 included in our Annual Report on Form 10-K filed with the SEC on August 24, 2026. The condensed consolidated balance sheet as of June 30, 2026, was derived from our audited financial statements but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of management, these unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results that can be expected for our entire fiscal year ending June 30, 2027.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continuously evaluate our estimates and judgments based on historical experience, as well as other factors that we believe to be reasonable under the circumstances. The results of our evaluation form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical estimates include management’s judgments associated with reserves for sales returns and allowances, allowance for credit losses, overhead expenses applied to inventory, inventory reserves, valuation of intangible assets, share based compensation and income taxes. These estimates may change in the future if underlying assumptions or factors change, and actual results may differ materially from these estimates.

**Note 2.**Significant Accounting Policies and Recent Accounting Pronouncements

Our significant accounting policies are disclosed in our Annual Report on Form 10-K for the year ended June 30, 2026. During the three months ended September 30, 2026, there have been no significant changes to such policies.

Accounting pronouncements recently adopted

During the three months ended September 30, 2026, we adopted Accounting Standards Update (“ASU”) No. 2025-05, Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting companies to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. This adoption did not have a material effect on our financial statements.

Accounting pronouncements not yet effective

*Disclosure improvements.*In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Among the various codification amendments, Topic 470 Debt is applicable to Arlo which requires the disclosure of amounts, terms and weighted-average interest rates of unused lines of credit. The effective date is either (i) the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or (ii) on June 30, 2027, if the SEC has not removed the requirement by that date, with early adoption prohibited. The adoption of this new standard will not have a material impact on our financial statements and related disclosures.

*Expense disaggregation disclosures.*In November 2024, the FASB issued ASU No. 2024-03, Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which improves disclosure requirements and mandates enhanced transparency about the types of expenses in commonly presented expense captions in financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. We are currently evaluating the impact that this guidance may have on our financial statements and related disclosures.

*Software development costs accounting and disclosure.*In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to “development stages”. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. We are currently evaluating the impact that this guidance may have on our financial statements and related disclosures.

The Company is evaluating other pronouncements recently issued but not yet adopted. The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements.

**Note 3.**Revenue from Contracts with Customers

The Company is engaged in the development, manufacture, and distribution of security products, encompassing access control systems, door security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial and residential use. The Company also provides wireless communication service, monthly, to dealers and installers of intrusion and fire alarm systems. These products and services are used for commercial, residential, institutional, industrial and governmental applications, and are sold primarily to independent distributors, dealers and installers of security equipment. Sales to unaffiliated customers are primarily shipped from the United States.

Variable consideration

Revenue from all sales is recognized at transaction price, the amount we expect to be entitled to in exchange for providing services or transferring goods. Transaction price is calculated as selling price net of variable consideration which includes estimates for sales incentives and sales returns related to current period equipment revenue. Sales incentives are determined based on a combination of the actual amounts committed and estimated future expenditure based upon historical customary business practice. Sales returns are estimated by analyzing certain factors, including historical and expected sales and returns data. Variable consideration estimates are based on predictive historical data or future commitments that we plan and control. The following tables provide activities related to refund liabilities and sales incentives and sales returns that are recognized as contra-revenue (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, · ​
​​ ​ ​2026​ ​ ​2025​ ​ ​
Balance at beginning of period​$3,924​$4,973​
Credits issued​(2,847)​(3,180)​
Additions​2,142​2,495​
Balance at end of period​$3,219​$4,288​

As of September 30, 2026 and June 30, 2026, the Company included return assets of approximately $886,000 and $1,099,000, respectively, in other current assets.

Disaggregation of revenue

The Company disaggregates revenue into three major product offerings: intrusion and access control products, door locking products, and cellular and cloud-based communication services. Following is the disaggregation of revenues based on major product lines (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30,
​​ ​ ​2026​ ​ ​2025
Intrusion and access alarm products​$8,500​$8,656
Door locking products​15,350​17,083
Services​26,130​23,429
Total Revenue​$49,980​$49,168

The Company hadtwo customers that comprised 10% and 16% of the accounts receivable balance as of September 30, 2026. The sametwo customers comprised 11% of the accounts receivable balance each as of June 30, 2026. The Company hadone additional customer that comprised 12% accounts receivable balance as of June 30, 2026. Sales to any customer did not exceed 10% of net revenues during the three months ended September 30, 2026 and 2025, respectively.

**Note 4.**Accounts and Other Receivable, Net

The components of accounts and other receivable, net are as follows (in thousands):

​​​​​​​
​ · ​ ​ ​ · September 30, · ​ ​ ​ · June 30,
​ · ​ · 2026 · ​ · 2026
Accounts receivable​$29,377​$33,145
Allowance for credit losses​(129)​(101)
​​​29,248​​33,044
Other receivable​​—​​2,931
Accounts and other receivable, net​$29,248​$35,975

Allowance for Credit Losses

The changes in the allowance for credit losses for accounts receivable are as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, · ​
​​ ​ ​2026​ ​ ​2025​
Balance at beginning of period​$(101)​$(25)​
(Provision for) / recovery of expected credit losses​(39)​1​
Write-offs​11​—​
Balance at end of period​$(129)​$(24)​

**Note 5.**Inventories

Inventories, net of reserves are valued at lower of cost (first-in, first-out method) or net realizable value. Inventories, net of reserves consist of the following (in thousands):

​​​​​​​
​ · ​ ​ ​ · September 30, · ​ ​ ​ · June 30,
​ · ​ · 2026 · ​ · 2026
Component parts​$24,584​$24,128
Work-in-process​7,162​7,185
Finished product​11,579​8,061
​​$43,325​$39,374
​​​​​​​
Classification of inventories:​​​​
Current​$34,130​$30,118
Non-current​9,195​9,256
​​$43,325​$39,374

The reserve for excess and slow-moving inventory, which reduces inventory in our consolidated balance sheets were $5,041,000 and $5,150,000 as of September 30, 2026 and June 30, 2026, respectively.

**Note 6.**Balance Sheet Components

Marketable securities

The following tables summarize the Company’s investments in debt securities at September 30, 2026 and June 30, 2026 (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​September 30, 2026
​Amortized Cost​Unrealized Gains​Unrealized Losses​Aggregate Fair Value
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. Treasury Securities$10,563​$171​$—​$10,734
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​June 30, 2026
​Amortized Cost​Unrealized Gains​Unrealized Losses​Aggregate Fair Value
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. Treasury Securities$10,451​$186​$—​$10,637

The debt investments all mature within one year or less, and the Company didnot recognize any credit or non-credit related losses related to its debt securities during the three months ended September 30, 2026 and 2025.

Property, plant and equipment

Property, plant and equipment consist of the following (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​September 30, 2026​ ​ ​June 30, 2026​ ​ ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Land​$904​$904​
Buildings​8,911​8,911​
Molds and dies​7,572​7,572​
Furniture and fixtures​3,894​3,888​
Machinery and equipment​32,699​32,459​
Building improvements​4,248​4,061​
​​58,228​57,795​
Less: accumulated depreciation and amortization​(49,026)​(48,557)​
Property, plant and equipment, net​$9,202​$9,238​

Depreciation and amortization expense pertaining to property, plant and equipment are as follows (in thousands):

​​​​​​​
​ · ​ · Three months ended September 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​​​​​​​
Cost of Revenue:​​​​​​
Equipment-related expenses​$338​$339
Service-related expenses​​29​​26
Operating expenses:​​​​​​
Research and development​29​12
General and administrative​73​119
Total depreciation and amortization​$469​$496

Intangible assets, net

Intangible assets, net consist of the following (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2026 · ​ · June 30, 2026
​ · ​ ​ ​ · Carrying · ​ ​ ​ · Accumulated · ​ ​ ​ · Net book · ​ ​ ​ · Carrying · ​ ​ ​ · Accumulated · ​ ​ ​ · Net book
​ · ​ · value · ​ · amortization · ​ · value · ​ · value · ​ · amortization · ​ · value
Customer relationships​$9,800​$(9,664)​$136​$9,800​$(9,644)​$156
Trade name​​4,048​(1,265)​2,783​4,048​(1,214)​2,834
​​$13,848​$(10,929)​$2,919​$13,848​$(10,858)​$2,990

Amortization expense for intangible assets subject to amortization was approximately $70,000 and $74,000 for the three months ended September 30, 2026 and 2025, respectively. Amortization expense for each of the next five fiscal years is estimated to be as follows: 2028 - $269,000; 2029 - $210,000;2030 through 2032 - $202,000. The weighted average remaining amortization period for intangible assets was 13.2 years and 13.3 years at September 30, 2026 and June 30, 2026, respectively.

**Note 7.**Fair Value Measurement

Fair value on a recurring basis

The following table presents the Company’s assets that were measured at fair value on a recurring basis at September 30, 2026 and June 30, 2026, respectively (in thousands):

​​​​​​​​​​​​
​ · Level 1 · ​ · Level 2 · ​ · Level 3 · ​ · Total
September 30, 2026​​​​​​​​​​​
Cash equivalents​​​​​​​​​​​
Money market funds$108,661​$-​$-​$108,661
Total​108,661​​-​​-​​108,661
Marketable securities​​​​​​​​​​​
U.S. Treasury Securities​10,734​​-​​-​​10,734
Total$10,734​$-​$-​$10,734
​​​​​​​​​​​​
June 30, 2026​​​​​​​​​​​
Cash equivalents​​​​​​​​​​​
Money market funds$92,915​$-​$-​$92,915
Total​92,915​​-​​-​​92,915
Marketable securities​​​​​​​​​​​
U.S. Treasury Securities​10,637​​-​​-​​10,637
Total$10,637​$-​$-​$10,637

The Company’s investments classified as Level 1 are based on quoted prices that are available in active markets, as well as certificates of deposits and time deposits that are classified as Level 1 due to their short-term nature.

For the three months ending September 30, 2026 and 2025, there wereno transfers between Levels 1 and 2 investments andno transfers in or out of Level 3.

Fair value on a non-recurring basis

Our non-financial assets, such as property and equipment, and intangible assets are assessed for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.

**Note 8.**Credit Facility

The Company has available a$20 million revolving credit line (the “Line”) with its primary bank, HSBC Bank USA National Association (“HSBC”), which expires on February 9, 2029. Borrowings on the Line bear interest at the Secured Overnight Financing Rate (SOFR) benchmark rate plus 1.2645% to 1.3645%, depending on the Fixed Charge Coverage Ratio (as defined), which is to be measured and adjusted quarterly. As of September 30, 2026 and June 30, 2026, the Company hasno outstanding borrowings on the Line.

The Line is secured by substantially all the Company’s domestic assets, including but not limited to, deposit accounts, accounts receivable, inventory, equipment and fixtures and intangible assets. In addition, the Company’s wholly owned subsidiaries, except for the Company’s foreign subsidiaries, have issued guarantees and pledges of all their assets to secure the Company’s obligations under the Line. All the outstanding common stock of the Company’s domestic subsidiaries and 65% of the common stock of the Company’s foreign subsidiaries have been pledged to secure the Company’s obligations under the Line. The Line contains various restrictions and covenants including, but not limited to, compliance with certain financial rations, restrictions on payment of dividends and restrictions on borrowings.

**Note 9.**Income Taxes

The income tax provision is calculated using an estimated annual effective tax rate based upon estimates of annual income, permanent items, statutory tax rates and planned tax strategies in the various jurisdictions in which the Company operates, except that certain discrete items such as the resolution of uncertain tax positions and stock-based accounting income tax benefits are treated separately.

Income tax expense included on our accompanying consolidated statements of operations is as follows, (dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​Three months ended September 30,
​2026​ ​ ​2025​ ​ ​
​ · ​ · ​ · ​ · ​ · ​ · ​
Provision for income taxes(1)$2,340​$2,470​
Effective tax rate​15.2%​16.9%
(1)Net discrete income tax expense of $0 and $342,000, are included in the provision for income taxes for the three months ended September 30, 2026 and 2025, respectively.

The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily due to lower tax rates in foreign jurisdictions and the related effect of global intangible low-taxed income (“GILTI”), tax benefit of R&D credits, offset by state and local income taxes and certain nondeductible expenses income.

We file a consolidated U.S. income tax return and tax returns in certain state and local and foreign jurisdictions. As of September 30, 2026, fiscal years 2023 and forward are still open for examination. In addition, the Company has a wholly-owned subsidiary which operates in a Free Zone in the Dominican Republic (“DR”) and is exempt from DR income tax.

Note 10. Employee Benefit Plans

Stock-based compensation

The Company recognized stock-based compensation of $273,000 and $309,000 for the three months ended September 30, 2026 and 2025, respectively.

The following table sets forth the stock-based compensation expense by line item in the condensed consolidated statements of operations, (in thousands):

​​​​​​​​
​ · ​ · Three months ended September 30, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
​​​​​​​​
Cost of Revenue:​​​​​​​
Equipment-related expenses​$—​$—​
Operating expenses:​​​​​​​
Research and development​55​—​
General and administrative​218​309​
Total stock-based compensation​$273​$309​

Stock option plans

The Company hasfive stock option plans, two of the plans are available to grant stock options to employees (“Employee Plans”), andthree of the plans are available to issue stock options to non-employee directors and consultants (“Non-Employee Plans”).

The Employee Plans provide for the Company to grant stock options, which are intended to qualify as incentive stock options (“ISOs”) or non-incentive stock options. Plan participants who are granted ISOs and possess more than 10% of the voting rights of the Company’s outstanding common stock must be granted options with an exercise price of at least 110% of the fair market value on the date of grant. Options granted under the Employee Plans have a term of up to 10 years, from date of grant, at an exercise price equal to or greater than the fair market value on the date of grant. The Employee Plans provide a cash-less exercise option for the participants, and options granted vest in full upon a “change in control” as defined in the plans.

The Non-Employee Plans provide for the grant of stock options with a term of up to 10 years, from date of grant, at an exercise price equal to or greater than the fair market value on the date of grant. The Non-Employee Plans provide a cash-less exercise option for the participants, and options granted vest in full upon a “change in control” as defined in the plans.

The following table reflects provisions of each of the stock option plans:

​​​​​​​
Plan Name​Options available to be granted at plan inception​Plan termination date​Options available for grant as of September 30, 2026
2012 Employee Stock Option plan​1,900,000​December 2022​-
2022 Employee Stock Option plan​950,000​December 2032​770,215
2012 Non-Employee Stock Option plan​100,000​December 2022​-
2018 Non-Employee Stock Option plan​100,000​December 2028​4,000
2020 Non-Employee Stock Option plan​100,000​May 2030​45,100

24,785 stock options were granted during the three months ended September 30, 2026. No stock options were granted during the three months ended September 30, 2025. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the options granted during the three months ended September 30, 2026 and 2025, respectively:

​​​​​
​​ ​ ​2026​ ​ ​2025
Risk-free interest rates​4.31%n/a
Expected lives​4.69 Years​n/a
Expected volatility​55%n/a
Expected dividend yields​1.44%n/a

The following table reflects the total activity for the stock option plans for the three months ended September 30, 2026:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted average · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Remaining · ​ · ​ · ​
​ · ​ · Number of · ​ · Weighted average · ​ · Contractual Life · ​ · Aggregate
​ · ​ ​ ​ · Options · ​ ​ ​ · exercise price · ​ ​ ​ · (in years) · ​ ​ ​ · Intrinsic Value
Outstanding as of June 30, 2026​​394,964​$28.27​​6.4​$4,450,000
Granted​​24,785​$37.90​​​​​​
Outstanding as of September 30, 2026​​419,749​$28.84​​6.1​$3,860,000
​​​​​​​​​​​​​
Vested and Exercisable as of September 30, 2026​​326,121​$25.71​​5.5​$3,789,000

The total fair value of stock options vested during the three months ended September 30, 2026 and 2025 was $239,000 and $154,000, respectively. The aggregate intrinsic value of stock options exercised during the three months ended September 30, 2026 and 2025 was $0 and $325,000, respectively. As of September 30, 2026, the total compensation cost related to nonvested awards not yet recognized was $1,435,000. There wasno cash received from exercises of stock options during the three months ended September 30, 2026 and 2025, respectively.

401(k) Plan

The Company maintains a 401(k) plan (“the Plan”) that covers all U.S. employees and is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Company contributions to this plan are discretionary and totaled $105,000 and $70,000 for the three months ended September 30, 2026 and 2025, respectively.

Note 11. Stockholders’ Equity Transactions

Dividends

The following table summarizes information about dividends declared by the Company for the three months ended September 30, 2026:

​​​​​​​
Dividend Declaration Date​Stockholders of Record Date​Dividend Payable Date​Per Share Cash Dividend Amount
​​​​​​​
August 20, 2026​September 11, 2026​October 2, 2026​$ 0.17
April 30, 2026​June 12, 2026​July 3, 2026​$ 0.15

Note 12. Income Per Share

​​​​​​​​
​ · ​ · Three months ended September 30, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
​ · ​ · (in thousands, except for share and per share data) · ​
Numerator:​​​​​​​
Net income​$13,009​$12,165​
Denominator:​​​​​​​
Weighted average shares outstanding - basic​35,768​35,658​
Effect of dilutive stock-based awards​113​207​
Weighted average shares outstanding - diluted​$35,881​$35,865​
​​​​​​​​
Income per share - basic​$0.36​$0.34​
Income per share - diluted​$0.36​$0.34​
​​​​​​​​
Anti-dilutive employee stock based awards, excluded​​146,886​​120,000​

Note13. Commitments and Contingencies

Leases

Our lease obligation consists of a 99-year lease, entered into by one of the Company’s foreign subsidiaries, for approximately four acres of land in the Dominican Republic on which the Company’s principal production facility is located. The lease commenced on April 26, 1993 and expires in 2092.

Operating leases are included in operating lease right-of-use assets, accrued expenses and operating lease liabilities, non-current on our condensed consolidated balance sheets.

For the three months ended September 30, 2026 and 2025 cash payments against operating lease liabilities totaled $87,000 and $86,000, respectively.

Supplemental balance sheet information related to operating leases was as follows:

​ · ​ · ​ · ​
Weighted-average remaining lease term · ​ ​ ​ · 66 Years · ​
Weighted-average discount rate​6.25%

The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2026 (in thousands):

​​​​
Year Ending June 30, · ​ ​ ​ · Amount
2027​$262
2028​351
2029​353
2030​356
2031​358
Thereafter​​28,951
Total future minimum lease payments​$30,631
Less: Imputed interest​​25,793
Total​$4,838

Operating lease expense totaled approximately $124,000 for both the three months ended September 30, 2026 and 2025, respectively.

Litigation

On August 29, 2023, a purported class action, brought on behalf of a putative class who acquired publicly traded NAPCO securities between November 7, 2022 and August 18, 2023, was filed in the United States District Court for the Eastern District of New York against the Company, its Chairman and Chief Executive Officer (now Founder and Executive Chairman) (the “former CEO”), and its former Chief Financial Officer (who is currently the President and Chief Executive Officer) (the “current CEO”). The action, captioned Zornberg v. NAPCO Security Technologies, Inc. et al., asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with statements made in the Company’s quarterly reports and earnings releases during the period of November 7, 2022 through May 8, 2023. A lead plaintiff was appointed in November 2023 and lead plaintiff filed an Amended Complaint on February 16, 2024. The Amended Complaint added claims under Sections 11, 12, and 15 of the Securities Act of 1933 in connection with the secondary public offering in February 2023. These additional claims were brought against the Defendants named in the initial complaint, as well as the directors who allegedly signed the offering materials, and the underwriters for the offering. Defendants filed a motion to dismiss the Amended Complaint on April 26, 2024. On April 11, 2025, the Court granted in part and denied in part the motion to dismiss. The Section 11 and Section 12 claims brought against the individual Defendants were dismissed; the remaining claims survived the motion to dismiss. On May 12, 2025, Defendants filed Answers to the Amended Complaint. On September 29, 2025, Plaintiffs moved for class certification of both the Exchange Act and remaining Securities Act claims. On October 17, 2025, pursuant to a joint letter and stipulation filed by all the parties, the Court dismissed the Securities Act claims with prejudice and certified a class with respect to the

Exchange Act claims. On February 9, 2026, a Second Amended Complaint was filed that added additional allegations but did not modify the claims brought against Defendants. On April 15, 2026, Defendants and Plaintiffs filed letters requesting a pre-motion conference regarding Defendants’ proposed motion for summary judgment and Plaintiffs’ proposed partial motion for summary judgment, respectively, which the Court scheduled for May 5, 2026. On May 1, 2026, the parties reached a settlement in principle to resolve all remaining claims. On August 25, 2026, the parties executed a settlement agreement and Plaintiffs filed a motion for preliminary approval of the settlement and approval of notice by the class. The Court granted preliminary approval of the settlement on September 9, 2026. A final approval hearing will be held on December 17, 2026. The Company accrued a liability of $16 million in the third quarter of Fiscal 2026 with respect to this litigation. During the quarter ending September 30, 2026, the Company made a payment of $15 million in accordance with the settlement agreement and recognized a benefit of $1 million for the difference between the litigation settlement costs accrued and what was paid by the Company.

On November 26, 2024, a putative derivative lawsuit captioned Minzer v. Soloway, et al., Case No. 2024-1218, was filed in the Court of Chancery in the State of Delaware against the Company’s former CEO, the current CEO, and certain current and former directors. The Company is a “Nominal Defendant” in the lawsuit. After the Company and the individual Defendants moved to dismiss or stay the action, the Plaintiff filed an Amended Complaint on June 12, 2025. The Amended Complaint alleges, among other things, that the individual Defendants breached their fiduciary duties and aided and abetted breach of fiduciary duties by allowing the Company to remain with ineffective internal controls over financial reporting and inventory and by allowing for the dissemination of false and misleading financial information in public filings. The Amended Complaint also brings breach of fiduciary duty and unjust enrichment claims in connection with stock sales by the Company’s former CEO and its current CEO and seeks indemnity and contribution. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named Plaintiff on behalf of the Company and that the Plaintiff seeks damages on the Company’s behalf. Defendants filed a second motion to dismiss or stay the case on August 22, 2025. On May 7, 2026, the motion to stay was denied and the motion to dismiss was granted in part and denied in part, with four current and former directors being dismissed from the action; and certain claims against the former CEO and his wife, the current CEO, and the Chair of the Audit Committee remaining. On June 30, 2026, the Company’s Board of Directors appointed a special litigation committee (the “SLC”) to investigate the claims asserted in the action. On August 4, 2026, the parties and the SLC entered into a stipulation requesting the Court stay the action for 180 days pending the SLC’s investigation and the Court subsequently so-ordered the 180-day stay. The SLC’s investigation is ongoing.

On April 25, 2025, a purported class action, brought on behalf of a putative class who acquired publicly traded NAPCO securities between February 5, 2024 and February 3, 2025, was filed in the United States District Court for the Eastern District of New York against the Company, its former CEO, and its former Chief Financial Officer (the current CEO). The action, captioned Patel v. NAPCO Security Technologies, Inc. et al., asserts securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with statements made in quarterly earnings releases and calls during the period of February 5, 2024 through February 3, 2025. On March 10, 2026, the Court appointed Co-Lead Plaintiffs. On April 24, 2026, the Court approved the parties’ proposed case management schedule. On May 11, 2026, Co-Lead Plaintiffs filed an Amended Complaint. On July 13, 2026, Defendants filed a letter requesting a pre-motion conference regarding Defendants’ proposed motion to dismiss the Amended Complaint. On July 20, 2026, Co-Lead Plaintiffs filed a letter opposing Defendants’ request for a pre-motion conference and proposed motion to dismiss. On October 13, 2026, the Court denied Defendants’ motion for a pre-motion conference and set a briefing schedule for Defendants’ motion to dismiss. The Company believes it has meritorious defenses and intends to vigorously defend against the Action.

With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that a liability has been incurred, and the amount can be reasonably estimated. As of the end of the period covered by this report, due to the stage of the cases the Company is not able to estimate any range of potential loss related to these matters and has not recorded any liability other than the settlement described above. It is possible that the Company could be required to pay damages (in excess of insurance coverages), incur other costs or establish accruals in amounts that could not be reasonably estimated as of the end of the period covered by this report.

IEEPA Tariff Refunds

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were invalid, and in March 2026, the U.S. Court of International Trade further ruled that importers that paid such tariffs are due refunds. On April 20, 2026, the U.S. Customs and Border Protection launched a process for submitting IEEPA refund claims and subsequently, we submitted refund claims. We applied a gain contingency model in accordance with ASC 450,Contingencies, and account for refunds when the amounts are collected as a reduction of cost of revenue on the condensed

consolidated statements of operations. Additionally, interest associated with refunds is accounted for as interest income on the unaudited condensed consolidated statements of operations.

Although we may be entitled to additional refunds of previously paid IEEPA tariffs, the amount and timing of any such refunds remain uncertain. Following these rulings, new tariffs under other laws and imports from more countries were imposed, in addition to existing non-IEEPA tariffs.

Employment Agreements

As of September 30, 2026, The Company is obligated undertwo employment agreements. The employment agreements are with the Company’s Chief Executive Officer and President (“CEO”) and the Company’s Founder and Executive Chairman (“Founder”).

The employment agreement with the CEO provides for an annual salary of $900,000 and for annual cash performance bonus targeted at 50% of base salary, in addition to being eligible for an annual equity award targeted at 50% of base salary.

The employment agreement with the Founder provides for an annual salary of $800,000 and for annual cash performance bonus targeted at 50% of base salary, in addition to being eligible for an annual equity award targeted at 50% of base salary.

The employment agreements for both the CEO and Founder provide for severance upon a termination without cause or a resignation for good reason, equal totwo times their base salary and target bonus amount which is conditioned upon a standard release of claims. Both executives are subject to restrictive covenant obligations, including non-competition and non-solicitation obligations.

Note 14. Segment and Geographical Data

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker. We haveone operating and reportable segment.

The Company’s CODM, (the Chief Executive Officer and President) evaluates performance of the Company and makes decisions regarding the allocation of resources based on total Company results. The measure of segment assets is reported on the balance sheet as total consolidated assets. The consolidated net income is the measure of segment profit that is most consistent with U.S. GAAP. Segment profit is used in developing the overall strategy and during the annual budget process, as well as considered in budget-to-actual variances monthly when making decisions about the allocation of operating and capital resources.

The CODM is regularly provided with not only the consolidated expenses as noted on the face of the income statement, but also the significant segment expenses as below:

​​​​​​​​
​ · ​ · Three months ended September 30, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​
​ · ​ · (in thousands) · ​
​ · ​ · ​ · ​ · ​ · ​ · ​
Net Revenue​$49,980​$49,168​
Less:​​​​​
Cost of revenue​​20,628​​21,322​
Compensation-related expenses(1)​​7,537​​7,164​
Commission expenses​​1,916​​1,816​
Marketing, advertising and other promotional expenses​​811​​935​
Research and development (excluding compensation related benefits)​​712​​348​
Selling, general, and administrative expenses(2)​​5,259​​3,939​
Litigation settlement​​(1,000)​​—​
Interest and other (income), net​​(1,232)​​(991)​
Provision for Income Taxes​​2,340​​2,470​
Segment Profit​$13,009​$12,165​
(1)Excludes stock based compensation.
(2)Excludes compensation-related expenses, commission expenses and marketing, advertising and other promotional expenses.

Geographic Information for Revenue

The Company is engaged inone major line of business: the development, manufacture, and distribution of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products for commercial and residential use. The Company also provides wireless communication service for intrusion and fire alarm systems. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to independent distributors, dealers and installers of security equipment. Sales to unaffiliated customers are primarily shipped from the United States. The Company has customers worldwide with major concentrations in North America. The entirety of the Company’s sales originate in the United States and are shipped primarily from the Company’s facilities in the United States. There were no sales into any one foreign country in excess of 10% of total Net Revenue. The following table presents net revenue by geographic area (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, · ​
​​ ​ ​2026​ ​ ​2025​
Sales to external customers: · ​ · ​ · ​ · ​ · ​ · ​
United States​$49,244​$48,873​
Foreign​736​295​
Total Net Revenue​$49,980​$49,168​

Geographic Information for Long-Lived Assets

Long-lived assets include property and equipment, net and operating lease right-of-use assets, net. Our long-lived assets are based on the physical location of the assets. The following table presents long-lived assets by geographic area (in thousands).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​​
​​ ​ ​September 30, 2026​ ​ ​June 30, 2026​ ​ ​
Long-lived assets: · ​ · ​ · ​ · ​ · ​ · ​
United States​$5,974​$5,814​
Dominican Republic​8,066​8,330​
Total Long-lived assets​$14,040​$14,144​

Note 15. Subsequent Events

The Company has evaluated subsequent events occurring after the end of the period covered by the condensed consolidated financial statements for events requiring recording or disclosure in the condensed consolidated financial statements.

On October 29, 2026, the Company’s Board of Directors declared a cash dividend of $.17 per share payable on January 4, 2027, to stockholders of record on December 14, 2026.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.