SOLITRON DEVICES INC

Previous wording

During the fiscal year ended February 28, 2025, two customers accounted for approximately 69% of revenue. During the fiscal year ended February 29, 2024, four customers accounted for approximately 75% of revenue. The loss or financial failure of any significant customer or distributor, any reduction in orders by any of our significant customers or distributors, or the cancellation of a significant order could materially and adversely affect our business. Furthermore, due to continued industry consolidation, the loss of any one customer or significant order may occur with greater frequency and/or have a greater impact than we anticipate. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of short-term relationships with our more substantial customers in the future.

Current wording

During the fiscal year ended February 28, 2026, two customers accounted for approximately 60% of revenue. During the fiscal year ended February 28, 2025, two customers accounted for approximately 69% of revenue. The loss or financial failure of any significant customer or distributor, any reduction in orders by any of our significant customers or distributors, or the cancellation of a significant order could materially and adversely affect our business. Furthermore, due to continued industry consolidation, the loss of any one customer or significant order may occur with greater frequency and/or have a greater impact than we anticipate. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of short-term relationships with our more substantial customers in the future.

Previous wording

We rely on several suppliers for the purchase of materials used in the manufacture and production of our goods, including various foreign suppliers in multiple foreign jurisdictions. In fiscal year 2025, approximately 50% of our materials were purchased from foreign suppliers, including 39% from Malaysia and 5% from China. President Trump has proposed steep and additional tariffs on the importation of goods from a number of countries from which we purchase materials, including the raw materials we currently use for the manufacture of our products, including, but not limited to, Malaysia and China. This increase in tariffs imposed could materially and adversely affect our business and our results of operations. While we have alternative suppliers outside Malaysia and China, the Trump administration has imposed or threatened additional tariffs on substantially all foreign jurisdictions, which are potential alternative providers of raw materials to our company. Since the beginning of 2018 during Trump’s first administration, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding the possibility of instituting tariffs on the foreign imports of certain materials and products. During this trend, the U.S. and China imposed tariffs or announced proposed tariffs to be applied in the future to certain of each other’s exports. Beginning in 2019, the first Trump administration imposed tariffs on imports of electronics products of up to 25% and recently an additional 10% tariff to all products. Trump’s second administration has significantly increased its focus on tariffs. In March 2025, additional tariffs have been instituted on Chinese and all other foreign products and materials and we could see potential additional tariffs in the future. Under the current Trump administration, the imposition of additional tariffs fluctuates dramatically and have created uncertainty in global markets. These tariffs apply to a substantial percentage of our respective materials and, as a result, in the future, we may be forced to implement additional price increases to adjust to the higher costs of production and sale of our products, which imposes the risk of reduced demand for such products, thus lowering sales and the resulting revenue. Additionally, future tariffs, or any further costs or restrictions imposed on materials that we import, which lead to an increase in our prices, may result in the loss of customers and harm our business.

Current wording

We rely on several suppliers for the purchase of materials used in the manufacture and production of our goods, including various foreign suppliers in multiple foreign jurisdictions. In fiscal year 2026, approximately 31% of our materials were purchased from foreign suppliers, including 1% from Malaysia and 30% from China. President Trump's steep additional tariffs on the importation of goods from a number of countries from which we purchase materials, including the raw materials we currently use for the manufacture of our products, including, but not limited to, Malaysia and China. This increase in tariffs imposed could materially and adversely affect our business and our results of operations. While we have alternative suppliers outside Malaysia and China, the Trump administration has imposed or threatened additional tariffs on substantially all foreign jurisdictions, which are potential alternative providers of raw materials to our company. Since the beginning of 2018 during Trump’s first administration, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding the possibility of instituting tariffs on the foreign imports of certain materials and products. During this trend, the U.S. and China imposed tariffs or announced proposed tariffs to be applied in the future to certain of each other’s exports. Beginning in 2019, the first Trump administration imposed tariffs on imports of electronics products of up to 25% and recently an additional 10% tariff to all products. Trump’s second administration has significantly increased its focus on tariffs. In March 2025, additional tariffs were instituted on Chinese and other foreign products and materials. While on February 20, 2026, the US Supreme Court ruled that most tariffs imposed by the Trump Administration were unlawful, we could see potential additional tariffs in the future. Under the current Trump administration, the imposition of additional tariffs fluctuates dramatically and have created uncertainty in global markets. These tariffs apply to a substantial percentage of our respective materials and, as a result, in the future, we may be forced to implement additional price increases to adjust to the higher costs of production and sale of our products, which imposes the risk of reduced demand for such products, thus lowering sales and the resulting revenue. Additionally, future tariffs, or any further costs or restrictions imposed on materials that we import, which lead to an increase in our prices, may result in the loss of customers and harm our business.

Previous wording

We do not have an annual dividend policy in place. We have not declared and paid a cash dividend since June 29, 2015. Our Board of Directors has authorized a repurchase program under which the Company may repurchase up to $2,000,000 of the Company's common stock. The Company did not repurchase any shares of common stock in fiscal 2025 or fiscal 2024. Any determination to pay cash dividends or repurchase shares of the Company’s common stock in the future is contingent on a variety of factors, including our financial condition, results of operations, business requirements, and our Board of Directors' determination that such dividends or stock repurchases are in the best interests of our stockholders and in compliance with all applicable laws and agreements. Accordingly, there is no assurance that we will pay cash dividends or repurchase stock pursuant to our stock repurchase program, or that any declaration of cash dividends or stock repurchases under our stock repurchase program will have a beneficial impact on our stock price.

Current wording

We do not have an annual dividend policy in place. We have not declared and paid a cash dividend since June 29, 2015. Our Board of Directors has authorized a repurchase program under which the Company may repurchase up to $2,000,000 of the Company's common stock. The Company repurchased 3,850 shares of common stock in fiscal 2026 and did not repurchase any shares of common stock in fiscal 2025. Any determination to pay cash dividends or repurchase shares of the Company’s common stock in the future is contingent on a variety of factors, including our financial condition, results of operations, business requirements, and our Board of Directors' determination that such dividends or stock repurchases are in the best interests of our stockholders and in compliance with all applicable laws and agreements. Accordingly, there is no assurance that we will pay cash dividends or repurchase stock pursuant to our stock repurchase program, or that any declaration of cash dividends or stock repurchases under our stock repurchase program will have a beneficial impact on our stock price.