UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 9, 2026

OPTEX SYSTEMS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41644

90-0609531

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1420 Presidential Drive, Richardson, TX		75081-2439
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 644-0722

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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		OPXS		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	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 Exchange Act.

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~February~~March 119, 2026, Optex Systems Holdings, Inc. (the “Company”) ~~issued~~held aits ~~press~~2026 ~~release~~annual ~~regarding~~meeting ~~its~~of ~~financial~~shareholders ~~results~~(the ~~for~~“Meeting”). As of the ~~fiscal~~record ~~quarter~~date ~~ended~~for ~~December~~the 28Meeting, ~~2025~~6,937,358 shares of the Company’s common stock were issued and outstanding. A ~~copy~~total of ~~the~~5,814,286 shares ~~press~~of ~~release~~the isCompany’s ~~furnished~~common asstock, ~~Exhibit~~constituting ~~99.1~~a ~~hereto~~quorum, ~~and~~were ispresent ~~incorporated~~or represented by ~~reference herein~~proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposals:

~~The information~~1. ~~above~~To iselect ~~furnished~~five ~~pursuant~~nominees to ~~Item~~the ~~2.02~~Company’s ~~and~~board ~~shall not be deemed “filed” for purposes~~ of ~~Section~~directors ~~18 of~~ (the ~~Securities Exchange Act of 1934~~“Board”), aseach ~~amended,~~for ora ~~otherwise~~term ~~subject~~expiring toat the ~~liabilities~~next ofannual ~~that~~meeting ~~section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing~~ of ~~the Company~~shareholders, ~~whether~~and ~~made~~until ~~before~~his orsuccessor ~~after~~has ~~the~~been ~~date~~duly ~~hereof,~~elected ~~regardless~~and ~~of any general incorporation language in such filing.~~qualified:

Item 7.01 Regulation FD Disclosure.

Director	For		Withhold		Broker Non-Votes
Chad M. George		3,993,581		50,812		1,769,893
Dayton Judd		3,921,761		122,632		1,769,893
Dale E. Lehmann		3,995,478		48,915		1,769,893
R. Rimmy Malhotra		3,813,077		231,316		1,769,893
Danny R. Schoening		3,939,084		105,309		1,769,893

~~On February~~2. 9,To ~~2026,~~ratify the ~~Board~~appointment of ~~Directors~~Whitley ofPenn ~~the~~LLP ~~Company~~as ~~terminated~~ the Company’s ~~existing~~independent ~~stock~~registered ~~repurchase~~public ~~program~~accounting ~~and~~firm ~~approved a~~for ~~new stock repurchase program pursuant to which~~ the ~~Company~~fiscal ~~may~~year ~~purchase~~ending upSeptember ~~to $10~~27,~~000,000.00~~ in shares of the Company’s outstanding common stock (the “Repurchase Program”). The Repurchase Program allows the Company to purchase common stock from time to time through, among other methods, open market purchases, privately negotiated transactions, and/or pursuant to Rule 10b5-1 trading plans, subject to applicable securities laws and other legal requirements and relevant factors. The number of shares purchased and the timing of any purchases will depend upon a number of factors, including the price and availability of the Company’s common stock and general market conditions. The Repurchase Program may be modified, suspended or terminated at any time, without prior notice.2026:

The information above is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

For			Against				Abstain
5,802,742				10,622				922

~~Item~~As ~~9.01~~a ~~Financial~~result ~~Statements~~of the Meeting, all five director nominees were elected to the Board and ~~Exhibits~~Whitley Penn LLP’s appointment as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2026 was ratified.

(d)		Exhibits:
Exhibit Number		Description
99.1		Financial Results Press Release, dated February 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	Optex Systems Holdings, Inc.
	(Registrant)

	By:	/s/ Karen Hawkins
		Karen Hawkins
	Title:	Chief Financial Officer

Date: ~~February~~March 119, 2026

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