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, including Exhibit 99.1, 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.

Entry Into a Material Definitive Agreement. On July 14, 2026, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and its subsidiary, Optex Systems, Inc., a Delaware corporation (“Optex”, and with the Company, the “Borrowers”), entered into a master equipment finance loan and security agreement (the “Master Agreement”) with Texas Capital Bank (the “Bank”). Under a related interim funding addendum (the “Addendum”), the Bank provided interim funding of $246,783 (the “First Int…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As described in

Chief Financial Officer and Secretary — Karen Hawkins: Karen Hawkins is resigning for personal reasons and the company has not yet found a replacement.

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, including Exhibit 99.1, 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.

Regulation FD Disclosure. On February 9, 2026, the Board of Directors of the Company terminated the Company’s existing stock repurchase program and approved a new stock repurchase program pursuant to which the Company may purchase up to $10,000,000.00 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 transa…

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, including Exhibit 99.1, 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.

The filing describes a compensatory arrangement of certain officers, not a management change.

Results of Operations and Financial Condition. The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” 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, including Exhibit 99.1, shall not be incorporated by reference into any filing of Optex Systems Holdings, Inc. (the “Company”), whether made before or af…

CEO — Danny Schoening: Danny Schoening resigned as CEO but remains on the Board and continues to serve in other roles.

President — Chad George: Chad George was promoted to President of the Company.

Material Modification to Rights of Security Holders. The disclosure required by this item is incorporated by reference to

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As described in

Entry Into a Material Definitive Agreement. On May 21, 2025, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and its subsidiary, Optex Systems, Inc. (“Optex”, and with the Company, the “Borrowers”), renewed their existing credit facility (the “Credit Facility”) with Texas Capital Bank (the “Lender”) by entering into a new Business Loan Agreement (the “Loan Agreement”) effective May 22, 2025, pursuant to which the Lender will continue to make available to the Borrowers a…

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be incorporated by reference into any filing of the Company, whether made before or after…

Entry into a Material Definitive Agreement. On January 18, 2024, Optex Systems Holdings, Inc., through its wholly-owned subsidiary Optex Systems, Inc. (collectively, the “Company”), entered into an asset purchase agreement and a contract manufacturing agreement with RUB Aluminium s.r.o. (“RUB”). Under the agreements, the Company acquired certain intellectual property and technical and marketing information relating to the Speedtracker Mach product line, which is primarily used for firearm pro…

Chief Financial Officer — Karen Hawkins: Ms. Karen Hawkins entered into a new employment agreement to continue serving as the Company’s Chief Financial Officer.

Entry Into a Material Definitive Agreement. On March 22, 2023, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and its subsidiary, Optex Systems, Inc. (“Optex”, and with the Company, the “Borrowers”), entered into a Business Loan Agreement (the “Loan Agreement”) with Texas Capital Bank (the “Lender”), pursuant to which the Lender will make available to the Borrowers a revolving line of credit in the principal amount of $3 million (the “Credit Facility”). The commitment p…

Termination of a Material Definitive Agreement. On March 22, 2023, in connection with entering into the Loan Agreement as disclosed in Item 1.01, the Company terminated the PNC Loan Agreement, and the indebtedness thereunder was repaid in full. The Company did not incur any termination penalties in connection with the early termination of the PNC Loan Agreement. A description of the material terms and conditions of the PNC Loan Agreement is incorporated herein by reference to

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As described in

The filing details compensation arrangements and the approval of a new equity incentive plan.

President and Chief Executive Officer — Danny Schoening: Mr. Schoening's employment agreement was updated, continuing his role as President and CEO with revised compensation terms.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As described in

Entry Into a Material Definitive Agreement. On November 21, 2022, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”) and its subsidiary Optex Systems, Inc. (“Optex”, and with the Company, the “Borrowers”) issued an Amended and Restated Revolving Line of Credit Note (the “Line of Credit Note”) to PNC Bank, National Association, successor to BBVA USA (the “Lender”), in connection with an increase of the Borrowers’ revolving line of credit facility from $1.125 million to $2.0 m…

Director and Committee Member — Dayton Judd: Dayton Judd was appointed as a director and to various committees.