UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35212

PIONEER POWER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-1347616
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Kelby Street, 12th Floor Fort Lee, New Jersey		07024
(Address of principal executive offices)		(Zip Code)

(212) 867-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PPSI		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of May 14, 2026, was 11,096,266.

PIONEER POWER SOLUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended March 31, 2026

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

	Page
Item 1. Financial Statements	1
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2026, and 2025	1
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025	2
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025	3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2026, and 2025	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	20

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

(In thousands, except for share and per share amounts)

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Revenues	$	4,266		$	6,740
Cost of goods sold		3,684			6,592
Gross profit		582			148
Operating expenses
Selling, general and administrative		2,446			2,414
Research and development		156			80
Total operating expenses		2,602			2,494
Operating loss from continuing operations		(2,020	)		(2,346	)
Interest income, net		156			247
Other (expense) income, net		(644	)		23
Loss before income taxes		(2,508	)		(2,076	)
Income tax expense (benefit)		-			-
Net loss from continuing operations		(2,508	)		(2,076	)
Income from discontinued operations, net of income taxes		-			1,147
Net loss	$	(2,508	)	$	(929	)

Basic (loss) earnings per share:
Loss from continuing operations	$	(0.23	)	$	(0.19	)
Earnings from discontinued operations		-			0.10
Basic loss per share	$	(0.23	)	$	(0.09	)

Diluted (loss) earnings per share:
Loss from continuing operations	$	(0.23	)	$	(0.19	)
Earnings from discontinued operations		-			0.10
Diluted loss per share	$	(0.23	)	$	(0.09	)

Weighted average common shares outstanding:
Basic		11,095,588			11,120,266
Diluted		11,095,588			11,187,484

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except for share and per share amounts)

(Unaudited)

	March 31,			December 31,
	2026			2025
ASSETS
Current assets
Cash	$	13,583		$	14,959
Accounts receivable, net of allowance for credit losses of $68 and $23 as of March 31, 2026, and December 31, 2025, respectively		3,362			3,133
Inventories		5,834			6,315
Prepaid expenses and other current assets		954			1,134
Total current assets		23,733			25,541
Property and equipment, net		5,087			5,400
Operating lease right-of-use assets, net		1,084			1,144
Financing lease right-of-use assets, net		299			332
Investments		-			418
Lease receivable		2,514			2,576
Other assets		304			44
Total assets	$	33,021		$	35,455

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,670		$	3,745
Current portion of operating lease liabilities, net		243			223
Current portion of financing lease liabilities, net		122			123
Deferred revenue		1,041			791
Total current liabilities		5,076			4,882
Operating lease liabilities, non-current portion, net		874			936
Financing lease liabilities, non-current portion, net		188			219
Other long-term liabilities		62			101
Total liabilities		6,200			6,138
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued		-			-
Common stock, $0.001 par value, 30,000,000 shares authorized; 11,096,266 and 11,095,266 shares issued and outstanding on March 31, 2026, and December 31, 2025, respectively		11			11
Additional paid-in capital		35,317			35,305
Accumulated deficit		(8,507	)		(5,999	)
Total stockholders’ equity		26,821			29,317
Total liabilities and stockholders’ equity	$	33,021		$	35,455

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Operating activities
Net loss	$	(2,508	)	$	(929	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		265			258
Amortization of financing lease right-of-use assets		33			23
Non cash lease expense		60			58
Provision for credit losses		55			2
Stock-based compensation		10			13
Loss attributable to equity method investee		644			57
Loss on disposal of property and equipment		-			29
Gain on change in consideration due to buyer		-			(1,147	)
Changes in current operating assets and liabilities:
Accounts receivable, net		(284	)		2,479
Inventories		481			32
Prepaid expenses and other assets		236			424
Accounts payable, accrued liabilities and other liabilities		(110	)		103
Deferred revenue		250			155
Lease receivables		62			-
Operating lease liabilities		(81	)		(55	)
Net cash (used in) provided by operating activities		(887	)		1,502

Investing activities
Purchase of property and equipment		(233	)		(595	)
Investment in equity method investee		(226	)		-
Net cash used in investing activities		(459	)		(595	)

Financing activities
Net proceeds from the exercise of options for common stock		2			-
Payment of cash dividend		-			(16,665	)
Principal repayments of financing leases		(32	)		(24	)
Net cash used in financing activities		(30	)		(16,689	)

Decrease in cash		(1,376	)		(15,782	)
Cash
Cash, beginning of period		14,959			41,622
Cash, end of period	$	13,583		$	25,840

Non-cash investing and financing activities:
Transfer from property and equipment to inventory	$	-		$	(420	)
Property and equipment obtained in exchange for accounts payable and accrued liabilities		35			74

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except for share amounts)

(Unaudited)

	Shares		Amount		capital		deficit			equity
					Additional					Total
	Common Stock				paid-in		Accumulated			stockholders’
	Shares		Amount		capital		deficit			equity
Balance - January 1, 2025		11,120,266	$	11	$	35,418	$	-		$	35,429
Net loss		-		-		-		(929	)		(929	)
Stock-based compensation		-		-		13		-			13
Balance - March 31, 2025		11,120,266	$	11	$	35,431	$	(929	)	$	34,513

Balance - January 1, 2026		11,095,266	$	11	$	35,305	$	(5,999	)	$	29,317
Balance		11,095,266	$	11	$	35,305	$	(5,999	)	$	29,317
Net loss		-		-		-		(2,508	)		(2,508	)
Stock-based compensation		-		-		10		-			10
Exercise of stock options		1,000		-		2		-			2
Balance - March 31, 2026		11,096,266	$	11	$	35,317	$	(8,507	)	$	26,821
Balance		11,096,266	$	11	$	35,317	$	(8,507	)	$	26,821

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

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

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Organization and Operations

Pioneer Power Solutions, Inc. and its wholly owned subsidiary (referred to herein as the “Company” or “Pioneer”) design, manufacture, service and integrate distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, federal and state government entities, package delivery businesses, school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

Segments

In determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has one reportable segment: Critical Power Solutions (“Critical Power”), as defined in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. The Company believes that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required by U.S. GAAP for a year-end balance sheet.

ASC 740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions are met. Due to significant variability in projected ordinary income, the Company concluded that the estimated annual effective tax rate method was not reliable for interim reporting purposes. Accordingly, the Company calculated quarterly income tax expense using the discrete method based on actual year-to-date results.

These unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc. (“Titan”), its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Risks and Uncertainties

The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.

There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.

Rounding

All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year ended December 31, 2025, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

Revenue Recognition

Lessor Arrangements

The Company determines whether an arrangement is or contains a lease at inception. The Company leases generators and mobile EV charging equipment to certain of its customers. As a lessor, when a lease meets certain criteria indicating that the Company has effectively transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease. When a lease does not meet the criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing lease. When none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease.

Sales-type leases are recognized as a lease receivable on the unaudited consolidated balance sheets. The net investment comprises the lease receivable including any unguaranteed residual value of the underlying asset. For sales-type leases, product revenue is generally recognized upon lease commencement. The discounted unguaranteed residual value of the underlying leased assets is not material to the net investment in the lease balance. The Company monitors the performance of customers who leased equipment and are subject to ongoing payments. No allowance has been recorded for the receivables under the leasing arrangements.

The lease terms are included in the Company’s contracts and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. Leasing revenues do not include material amounts of variable payments. Lessees do not provide residual value guarantees on rented equipment.

3. REVENUES

Nature of the Company’s products and services

The Company’s principal products and services include distributed energy resources, power generation equipment and mobile electric vehicle charging solutions.

Products

The Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions.

Services

Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. The Company’s power maintenance programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems.

The timing of revenue recognition, customer billings and cash collections results in accounts receivable and deferred revenue at the end of each reporting period. Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations. The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

Revenue Recognition

During the three months ended March 31, 2026, and 2025, the Company recognized $79 and $150 of equipment revenue over time, respectively. Additionally, the Company recognized $1,514 and $3,623 of revenue at a point in time from the sale of its products, which is typically recognized upon delivery, during the three months ended March 31, 2026, and 2025, respectively. Included within point in time revenue during the three months ended March 31, 2025, the Company recognized $2,337 of revenue pursuant to bill and hold arrangements.

Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $2,417 and $2,444 of service revenue during the three months ended March 31, 2026, and 2025, respectively. The Company recognizes revenue as services are provided. Amounts billed and due from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the unaudited condensed consolidated balance sheets.

The change in deferred revenue as of March 31, 2026, was driven primarily by ordinary course contract activity. As of January 1, 2026, the Company had a deferred revenue balance of $791.

For the three months ended March 31, 2026, and 2025, the Company recognized revenue of $360 and $230 respectively, related to amounts that were included in deferred revenue as of December 31, 2025, and 2024, resulting primarily from the progress made on the various active contracts during the respective reporting periods.

As of March 31, 2026, the Company had $1,041 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Concentration of Risk

During the three months ended March 31, 2026, the Company derived 14% and 11% of its revenue from two customers. During the three months ended March 31, 2025, the Company derived 39% and 11% of its revenue from two customers.

As of March 31, 2026, one customer’s outstanding receivable balance equaled 17% of the total outstanding receivable balance. As of December 31, 2025, one customer’s outstanding receivable balance equaled 25% of the total outstanding receivable balance.

As of March 31, 2026 and December 31, 2025, one customer represented 100% of the Company’s lease receivable balance.

Return of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the three months ended March 31, 2026, were insignificant, and returns and warranties during the three months ended March 31, 2025, were $370.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by revenue discipline:

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Revenues - ASC 606
Products	$	1,593	$	3,773
Services		2,417		2,444
Total revenues - ASC 606		4,010		6,217
Revenues - ASC 842
Operating lease revenue		256		523
Total revenues - ASC 842		256		523
Total revenue	$	4,266	$	6,740

Lease Revenues

The Company’s sales-type lease portfolio as of March 31, 2026 consisted of nine mobile EV charging and power generation units leased to a single customer under two separate agreements, each with original terms of ten years. The leases do not contain renewal or early termination options.

There were no leasing revenues arising from variable lease payments during the three months ended March 31, 2026, and 2025.

The following table presents future undiscounted operating lease payments to be received as of March 31, 2026:

For the Years Ending December 31,	Total
2026	$	484
2027		84
Total	$	568

As of March 31, 2026, and December 31, 2025, the lease receivable was $2,800 and $2,843, respectively. There were no unguaranteed residual assets or deferred selling profit included in the net investment as of March 31, 2026, and December 31, 2025, respectively. Lessees do not provide residual value guarantees on leased equipment. The Company manages residual value risk by monitoring technological developments and anticipated market demand for its mobile EV charging and power generation equipment. The Company evaluates its net investment in sales-type leases for credit losses in accordance with ASC 326, considering the creditworthiness of its lessees, historical payment experience, current economic conditions, and reasonable and supportable forecasts.

As of March 31, 2026, and December 31, 2025, one customer represented 100% of the Company’s lease receivable balance. Based on its assessment, including consideration of the lessee’s financial condition and payment history, the Company determined that no allowance for credit losses was necessary as of March 31, 2026, and December 31, 2025.

4. INVENTORIES

The components of inventories are summarized below:

SCHEDULE OF INVENTORIES

	March 31,		December 31,
	2026		2025
Raw materials	$	5,529	$	5,613
Work in process		305		702
Total inventories	$	5,834	$	6,315

Raw materials primarily consist of generators, electrical equipment, and components and parts used in the assembly and service of the Company’s mobile EV charging solutions and power generation equipment.

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities are summarized below:

	March 31,		December 31,
	2026		2025
Accounts payable	$	2,608	$	2,249
Accrued liabilities		1,062		1,496
Total accounts payable and accrued liabilities	$	3,670	$	3,745

Accrued liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs. As of March 31, 2026, and December 31, 2025, accrued insurance was $304 and $495, respectively. Accrued compensation and benefits as of March 31, 2026, and December 31, 2025, were $362 and $392, respectively. Accrued warranty costs as of March 31, 2026, and December 31, 2025, were $225 and $249, respectively. The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations.

6. STOCK-BASED COMPENSATION

A summary of stock option activity during the three months ended March 31, 2026, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

	Stock Options			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding as of January 1, 2026		534,167		$	4.24
Granted		-			-
Exercised		(1,000	)		2.18
Forfeited/expired		-			-
Outstanding as of March 31, 2026		533,167			4.24		4.02	$	235
Exercisable as of March 31, 2026		526,498			4.22		3.98		235

Stock-based compensation expense recorded for the three months ended March 31, 2026, and 2025, was approximately $10 and $13, respectively. As of March 31, 2026, there was $14 of stock-based compensation expense remaining to be recognized in the condensed consolidated statements of operations over a weighted average remaining period of 0.4 years.

7. EQUITY-METHOD INVESTMENT

On October 29, 2024, in connection with the sale of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products Corp. (“PCEP”), to Voltaris Power, LLC (“Voltaris”), the Company retained an indirect equity interest in Voltaris through Rollover Common Units of Pioneer Investment LLC (the “Investment”). The Company accounts for the Investment under the equity method in accordance with ASC 323. The Company reports its share of investee results on a one-quarter lag; accordingly, the Company’s share of investee earnings or losses for the three months ended March 31, 2026, reflects investee results for the three months ended December 31, 2025.

On February 27, 2026, the Company exercised its preemptive rights and funded $226 in cash to subscribe for its pro-rata share of a new class of senior preferred interests (the “Preferred Interests”) in the Investment. The Preferred Interests have senior distribution priority and a stated return threshold equal to the greater of a 20% Internal Rate of Return (“IRR”) (compounded quarterly) or 2.0x Multiple on Invested Capital (“MOIC”), are non-voting, and are redeemable at the issuer’s option. The Company’s pro-rata common unit ownership was unchanged during the three months ended March 31, 2026. The Company’s Preferred Interests subscription has been recorded as an additional capital contribution to the Investment.

During the three months ended March 31, 2026, and 2025, the Company recognized a loss from the Investment of $644 and $57, respectively, which is included in other expense in the unaudited condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the carrying value of the Investment was $0 and $418, respectively, and the Company has suspended further loss recognition in accordance with ASC 323-10-35-20.

8. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted earnings (loss) per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. Dilutive common equivalent shares consist of shares that would be issued upon the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

In periods of net loss, diluted loss per share is computed using the same number of weighted-average shares as basic loss per share, as the inclusion of potentially dilutive securities would be anti-dilutive.

A reconciliation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data):

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025
Numerator:
Loss from continuing operations	$	(2,508	)	$	(2,076	)
Income from discontinued operations, net of income taxes		-			1,147
Net loss	$	(2,508	)	$	(929	)

Denominator:
Weighted average common shares outstanding - basic		11,095,588			11,120,266
Effect of dilutive securities:
Stock options		-			67,218
Weighted average common shares outstanding - diluted		11,095,588			11,187,484

Basic (loss) earnings per share:
Loss per share from continuing operations	$	(0.23	)	$	(0.19	)
Earnings per share from discontinued operations		-			0.10
Basic loss per share	$	(0.23	)	$	(0.09	)

Diluted (loss) earnings per share:
Loss per share from continuing operations	$	(0.23	)	$	(0.19	)
Earnings per share from discontinued operations		-			0.10
Diluted loss per share	$	(0.23	)	$	(0.09	)

The following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Stock options		533,167		387,500
Total		533,167		387,500

9. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Chief Executive Officer of the company (the “CEO”), as the Chief Operating Decision Maker (“CODM”), organizes the Company, manages resource allocations and measures performance of the Company’s single operating segment, Critical Power Solutions. The Critical Power Solutions reportable segment is the Company’s Titan Energy Systems, Inc. business unit. The Critical Power Solutions segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency.

The CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the unaudited condensed consolidated statements of operations, which is assessed to be the segment measure of profit or loss. This measure is used to monitor actual results to evaluate the performance of the segment versus the forecasted targets. The segment assets are equal to total assets presented in the unaudited condensed consolidated balance sheets.

The significant expenses that are regularly provided to the CODM, which include costs of goods sold, selling, general and administrative expenses and research and development expenses, are disclosed in the unaudited condensed consolidated statements of operations as a part of the consolidated net loss. Other segment items regularly provided to the CODM include interest income, net and other income (expense), each of which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations.

Revenues are attributable to countries based on the location of the Company’s customers:

	2026		2025
	For the Three Months Ended
	March 31,
	2026		2025
Revenues
United States	$	4,266	$	6,625
Canada		-		115
Total	$	4,266	$	6,740

The distribution of the Company’s property and equipment by geographic location is approximately as follows:

	March 31,		December 31,
	2026		2025
Property and equipment
United States	$	5,087	$	5,400

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on April 8, 2026.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Pioneer,” “we,” “our” and “us” refer to Pioneer Power Solutions, Inc. and its subsidiary.

U.S. dollars are reported in thousands except for share and per share amounts.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	●	General economic conditions and their effect on demand for electrical equipment, particularly in the commercial market, but also in the power generation, industrial production and infrastructure industries.

	●	The effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability.

	●	Many of our competitors are better established and have significantly greater resources and may subsidize their competitive offerings with other products and services, which may make it difficult for us to attract and retain customers.

	●	The potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman, president and chief executive officer.

	●	Our ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for our new products.

	●	Unanticipated increases in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability.

	●	Our ability to realize revenue reported in our backlog.

	●	Our ability to remediate the ongoing material weaknesses identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control.

	●	The effect that the identified material weaknesses and failure to establish and maintain effective internal control over financial reporting could have on investor confidence in us and raise reputational risk.

	●	Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases, interest rate risk and commodity risk.

	●	Strikes or labor disputes with our employees may adversely affect our ability to conduct our business.

	●	The impact of geopolitical activity on the economy, changes in government regulations such as tariff policies and regulations, income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets.

	●	Future sales of large blocks of our common stock may adversely impact our stock price.

	●	The liquidity and trading volume of our common stock.

	●	Our business could be adversely affected by an outbreak of disease, epidemic or pandemic, or similar public threat, or fear of such an event.

	●	Our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market.

	●	Risks associated with litigation and claims, which could impact our financial results and condition.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should review carefully the risks and uncertainties described under the heading “Part II - Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock.

Business Overview

We design, manufacture, integrate, service and sell distributed energy resources, on-site power generation equipment and mobile EV charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, federal and state government entities, package delivery businesses, school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

We intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering, sales and marketing personnel.

U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted).

Description of Business Segment

We currently have one reportable segment - Critical Power Solutions (“Critical Power”).

●

Our Critical Power business provides customers with our suite of mobile EV charging solutions, mobile on-site power systems, power generation equipment and all forms of services, including but not limited to, preventative maintenance, repairs, fuel polishing, and remote monitoring. These products and services are marketed by our operations headquartered in Minnesota, currently doing business under our Pioneer eMobility (“e-Boost”) and Pioneer Critical Power (“Titan”) brand names.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts and disclosures in the unaudited condensed consolidated financial statements. Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026. There were no material changes to our critical accounting estimates during the three months ended March 31, 2026.

RESULTS OF OPERATIONS

Overview of March 31, 2026, and 2025, Operating Results

Selected financial and operating data for our reportable business segment for the most recent reporting period as compared to the comparable period in the prior year is summarized below. This information, as well as the selected financial data provided in “Note 9 - Business Segment and Geographic Information” and in our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, should be referred to when reading our discussion and analysis of results of operations below.

Our summary of operating results during the three months ended March 31, 2026, and 2025, are as follows:

	For the Three Months Ended
	March 31,
	2026			2025
Revenues	$	4,266		$	6,740
Cost of goods sold		3,684			6,592
Gross profit		582			148
Selling, general and administrative		2,446			2,414
Research and development		156			80
Total operating expenses		2,602			2,494
Operating loss from continuing operations		(2,020	)		(2,346	)
Interest income, net		156			247
Other (expense) income, net		(644	)		23
Loss before income taxes		(2,508	)		(2,076	)
Income tax expense (benefit)		-			-
Net loss from continuing operations		(2,508	)		(2,076	)
Income from discontinued operations, net of income taxes		-			1,147
Net loss	$	(2,508	)	$	(929	)

Backlog

Revenue backlog, which consists of purchase orders and contracts from customers that we believe to be firm, reflects the amount of revenue that we expect to realize in the future upon the satisfaction of customer orders for our products or services that are not yet complete or for which work has not yet begun. Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments.

Our revenue backlog as of March 31, 2026, from our Critical Power business was $13,949, a decrease of $9,282, or 40.0%, when compared to $23,231 as of March 31, 2025.

The following table represents the progression of our backlog as of the end of the last five quarters:

	March 31,		December 31,		September 30,		June 30,		March 31,
	2026		2025		2025		2025		2025
Critical Power Solutions backlog	$	13,949	$	12,617	$	15,362	$	17,885	$	23,231

Revenue

The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages):

	For the Three Months Ended
	March 31,
	2026		2025		Variance			%
Critical Power Solutions
Equipment, including operating leases	$	1,849	$	4,296	$	(2,447	)		(57.0	)
Service		2,417		2,444		(27	)		(1.1	)
Total revenue	$	4,266	$	6,740	$	(2,474	)		(36.7	)

For the three months ended March 31, 2026, our revenue decreased by $2,474, or 36.7% to $4,266, down from $6,740 during the three months ended March 31, 2025, primarily due to a decrease in sales and rentals of our suite of mobile EV charging solutions, e-Boost.

Gross Profit and Margin

The following table represents our gross profit for the periods indicated (in thousands, except percentages):

	For the Three Months Ended
	March 31,
	2026		2025		Variance		%
Critical Power Solutions
Gross profit	$	582	$	148	$	434		293.2
Gross margin %		13.6		2.2		11.4

For the three months ended March 31, 2026, our gross margin increased to 13.6% of revenues, as compared to 2.2% during the three months ended March 31, 2025, primarily driven by improved operating efficiencies associated with the sale of our mobile EV charging solutions, e-Boost.

Operating Expenses

The following table represents our operating expenses for the periods indicated (in thousands, except percentages):

	For the Three Months Ended
	March 31,
	2026		2025		Variance		%
Selling, general and administrative	$	2,446	$	2,414	$	32		1.3
Research and development		156		80		76		95.0
Total operating expense	$	2,602	$	2,494	$	108		4.3

Selling, General and Administrative Expense. For the three months ended March 31, 2026, consolidated selling, general and administrative expense increased by approximately $32, or 1.3%, to $2,446, as compared to $2,414 during the three months ended March 31, 2025. As a percentage of our consolidated revenue, selling, general and administrative expense increased to 57.3% during the three months ended March 31, 2026, as compared to 35.8% during the three months ended March 31, 2025, primarily due to the decrease in total revenue during the three-month period ended March 31, 2026.

R&D Expenses. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, benefits, overhead costs, contract services and other related costs. During the three months ended March 31, 2026, we incurred $156 of R&D expenses related to developing our mobile EV charging and power generation equipment as compared to $80 during the three months ended March 31, 2025.

Operating Loss from Continuing Operations

The following table represents our operating loss from continuing operations for the periods indicated (in thousands):

	For the Three Months Ended
	March 31,
	2026			2025			Variance		%
Operating loss from continuing operations	$	(2,020	)	$	(2,346	)	$	326		13.9

During the three months ended March 31, 2026, our operating loss from continuing operations decreased by approximately $326, or 13.9%, to $2,020, as compared to $2,346 during the three months ended March 31, 2025, primarily due to the increase in our gross profit.

Non-Operating Income (Expense) from Continuing Operations

Interest Income. For the three months ended March 31, 2026, we had interest income of approximately $156, as compared to interest income of approximately $247 during the three months ended March 31, 2025. We generated the majority of our interest income from our cash on hand during the three-month periods ended March 31, 2026, and 2025.

Other Income (Expense). Other income (expense) in the unaudited condensed consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations.

For the three-month period ended March 31, 2026, other non-operating expense was $644, as compared to non-operating income of $23 during the three-month period ended March 31, 2025, primarily due to the loss on our equity method investment.

Provision for Income Taxes. For the three months ended March 31, 2026 and 2025, the Company recorded no income tax provision, resulting in an effective tax rate (ETR) of 0%.

Net Loss per Share from Continuing Operations

We generated a net loss from continuing operations of $2,508 during the three months ended March 31, 2026, as compared to $2,076 during the three months ended March 31, 2025.

Our net loss from continuing operations per basic and diluted share during the three months ended March 31, 2026, was $0.23, compared to a net loss from continuing operations per basic and diluted share of $0.19 during the three months ended March 31, 2025.

Income from Discontinued Operations

Income from discontinued operations, net of tax was $0 during the three months ended March 31, 2026, as compared to $1,147 during the three months ended March 31, 2025. The $1,147 of income recognized during the three months ended March 31, 2025, was due to finalizing the net working capital adjustment with the buyer of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products Corp. (“PCEP”) to Voltaris Power, LLC (the “PCEP Sale”).

LIQUIDITY AND CAPITAL RESOURCES

General. As of March 31, 2026, we had $13,583 of cash on hand generated primarily from the PCEP Sale. On October 29, 2024, we closed on the PCEP Sale for gross cash proceeds of $48,000 and $2,000 in equity. On January 7, 2025, we paid a one-time special cash dividend of an aggregate of $16,665. As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net working capital adjustment. On April 16, 2025, we and the buyer from the PCEP Sale finalized the net working capital adjustment and as a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale. During the year ended December 31, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale.

The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, the shutdown of the U.S. federal government, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, we are unable to predict the potential size and duration of the impact on our revenue and our results of operations, if any. The extent of the potential impact of these macroeconomic factors on our operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. We continue to monitor the effects of these macroeconomic factors and intend to take steps deemed appropriate to limit the impact on our business. During the three months ended March 31, 2026, we were able to operate substantially at capacity.

There can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could negatively affect our sales, marketing, and client service efforts, delay and lengthen our sales cycles, decrease our employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm our business and results of operations.

Cash Used in/ Provided by Operating Activities. Cash used in our operating activities was $887 during the three months ended March 31, 2026, as compared to cash provided by our operating activities of $1,502 during the three months ended March 31, 2025. The increase in cash used in operating activities is primarily due to the increase in net loss during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, in addition to working capital fluctuations.

Cash Used in Investing Activities. Cash used in investing activities during the three months ended March 31, 2026, was $459, as compared to cash used in our investing activities of $595 during the three months ended March 31, 2025. During the three-month periods ended March 31, 2026, and 2025, additions to our property and equipment were $233 and $595, respectively. During the three months ended March 31, 2026, we invested $226 in our equity-method investment.

Cash Used in Financing Activities. Cash used in our financing activities was $30 during the three months ended March 31, 2026, as compared to cash used in our financing activities of $16,689 during the three months ended March 31, 2025. The decrease in cash used in financing activities is primarily due to the payment of a one-time special cash dividend during the three months ended March 31, 2025.

Working Capital. As of March 31, 2026, we had working capital of $18,657, including $13,583 of cash on hand, compared to working capital of $20,659, including $14,959 of cash on hand as of December 31, 2025.

Assessment of Liquidity. As of March 31, 2026, we had $13,583 of cash on hand generated primarily from the PCEP Sale. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of our wholly owned business units and the sale of common stock. Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions.

We expect to meet our cash needs with our working capital and cash flows from operating activities. We expect our cash requirements to be generally for operating activities, capital improvements and product development. We expect that product development and promotional activities related to our new initiatives will continue in the near future and we expect to continue to incur costs related to such activities. We expect that our cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated financial statements are issued.

As of March 31, 2026, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Known Trends, Events, Uncertainties and Factors That May Affect Future Operations

We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including the cyclical nature of the electrical equipment industry and the markets for our products and services. Our operating results could also be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies, such as copper, steel and aluminum. We have various insurance policies, including cybersecurity, covering risks in amounts that we consider adequate. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing efficiency and through increases in prices where competitively feasible. Lastly, other economic conditions we cannot foresee may affect customer demand. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. We predominately sell to customers in the industrial production markets. Accordingly, changes in the condition of any of our customers may have a greater impact than if our sales were more evenly distributed between different end markets. For a further discussion of factors that may affect future operating results see the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, and as a result of the material weaknesses described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2026. In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the unaudited condensed interim consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or unaudited condensed interim consolidated financial statements will not be prevented or detected on a timely basis.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2026, we determined that the Company’s internal control over financial reporting was not effective due to material weaknesses related to i) a lack of sufficient accounting personnel with the requisite skills, knowledge and expertise resulting in an inability to maintain proper segregation of duties and effective controls and ii) information technology general controls related to user access and privileged access within systems supporting the Company’s accounting and financial reporting processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business needs. The material weaknesses in our internal control over financial reporting were present as of December 31, 2025, and continued to exist as of March 31, 2026.

Management’s Plan to Remediate the Material Weaknesses

The Company is executing a comprehensive remediation plan centered on implementing a new enterprise resource planning (“ERP”) system designed to enhance automation, improve process consistency and strengthen the reliability of financial reporting. The new ERP replaces multiple legacy systems and manual workflows with a single integrated platform containing embedded controls and standardized processes.

During the year ended December 31, 2025, the Company completed major stages of the implementation, including process design, system configuration, and initial deployment. As part of this effort, management is refining key process-level controls, enhancing IT general controls, including strengthening controls related to system security and user access, implementing additional automated monitoring activities and providing additional training as needed to relevant personnel. Internal audit and external specialists continue to support the assessment of the new control framework.

The Company remains committed to completing the remaining ERP implementation phases and dedicating the resources necessary to strengthen its control environment.

Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies.

The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. Additional controls may also be required over time. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2025, the Company completed the initial implementation of a new ERP system designed to enhance the integration and automation of its financial and operational processes. The implementation of the ERP system resulted in changes to internal controls over financial reporting, including updates to certain processes, transaction workflows, system based controls and data interfaces. These changes were part of a planned system upgrade intended to strengthen the overall control environment.

In connection with the ERP implementation, management performed additional testing and monitoring activities to validate the design and operating effectiveness of affected controls. These activities included user training, parallel processing, reconciliation procedures, and enhanced supervision during the transition period. During the three months ended March 31, 2026, management continued to enhance and refine controls and system configurations.

Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. As of the date hereof, we are not aware of or a party to any legal proceedings to which we or our subsidiary is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results.

We can give no assurance that any lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results.

We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

A description of the risks associated with our business, financial condition and results of operations is set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 8, 2026, and are supplemented with the following revised risk factor:

A significant portion of our revenues have historically been concentrated and derived from a few customers. Material or significant loss of business from customers could have an adverse effect on our business, financial condition and operating results.

We historically have depended, and expect to continue to depend on a small number of customers for a large portion of our business each quarter, due to the scope of certain contracts. Any change in the level of orders from customers could have a significant impact on our results of operations, and a loss of business from customers could have an adverse effect on our business, financial condition and operating results. Approximately 14% and 11% of our sales during the three months ended March 31, 2026, were made to two customers. The majority of our sales to these customers and other customers in the past were made pursuant to contract terms and conditions for each project and it is expected that future sales will similarly be made pursuant to the relevant contract terms and conditions for future contracts. In addition, a single customer represented 100% of our lease receivable balance as of March 31, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

INDEX TO EXHIBITS

Exhibit No.		Description

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PIONEER POWER SOLUTIONS, INC.

Date: May 15, 2026	By:	/s/ Nathan J. Mazurek
	Name:	Nathan J. Mazurek
	Title:	Chief Executive Officer
		(Principal Executive Officer duly authorized to sign on behalf of Registrant)

Date: May 15, 2026		/s/ Walter Michalec
	Name:	Walter Michalec
	Title:	Chief Financial Officer
		(Principal Financial Officer duly authorized to sign on behalf of Registrant)