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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): March 3, 2026
Ascent Logo.jpg
Ascent Industries Co.
(Exact name of registrant as specified in its charter)
Delaware 0-19687 57-0426694
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
20 N. Martingale Rd, Suite 430,
Schaumburg, Illinois 60173
(Address of principal executive offices) (Zip Code)
(630) 884-9181
(Registrant's telephone number, including area code)
Inapplicable
(Former name or former address if changed since last report)
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 (see General Instruction A.2. below):

☐    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 CFR 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 exchange on which registered
Common Stock, par value $1.00 per share ACNT NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2.02.     Results of Operations and Financial Condition
On March 3, 2026, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its fourth quarter and year ended December 31, 2025. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Commission.
Item 9.01.    Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibit
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 behalf by the undersigned hereunto duly authorized.
Ascent Industries Co.
Dated: March 3, 2026 By: /s/ Ryan Kavalauskas
Ryan Kavalauskas
Chief Financial Officer


EX-99.1 2 acnt-20251231ex991.htm EX-99.1 Document
Exhibit 99.1

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Schaumburg, Illinois, March 3, 2026 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), a specialty chemicals platform delivering differentiated, performance-driven chemical solutions, is reporting its results for the fourth quarter and year ended December 31, 2025.

Fourth Quarter 2025 Summary1
(in millions, except per share and margin) Q4 2025 Q4 2024 Change
Net Sales $18.8 $18.1 3.9%
Gross Profit $3.4 $3.5 (2.9)%
Gross Profit Margin 18.3% 19.2% -90bps
Net Income (Loss) $(1.0) $0.2 (600.0)%
Diluted Income (Loss) per Share $(0.11) $0.01 (1200.0)%
Adjusted EBITDA $(1.1) $(0.6) -$0.5M
Adjusted EBITDA Margin (6.1)% (3.1)% -304bps

Full Year 2025 Summary1
(in millions, except per share and margin) 2025 2024 Change
Net Sales $74.9 $80.8 (7.3)%
Gross Profit $17.2 $10.7 61.0%
Gross Profit Margin 23.0% 13.2% 972bps
Net Loss $(5.6) $(12.6) (54.6)%
Diluted Loss per Share $(0.58) $(1.24) (53.2)%
Adjusted EBITDA $(0.6) $(4.7) +4.1M
Adjusted EBITDA Margin (0.8)% (5.8)% 5,051bps
______________
1On April 4, 2025, the Company closed on a transaction to sell substantially all of the assets of Bristol Metals, LLC (“BRISMET”). On June 30, 2025, the Company closed on a transaction to sell substantially all of the assets of American Stainless Tubing, Inc ("ASTI"). As a result, financial results from BRISMET and ASTI have been categorized into discontinued operations.

Management Commentary
“Fourth quarter results reflected normal seasonal softness, compounded by continued market softness across several end markets,” said Bryan Kitchen, President and Chief Executive Officer of Ascent Industries Co. “Despite that environment, the progress delivered across the full year underscores the strengthening earnings profile of the business.”

“Full-year results reflected a strong step forward, with gross profit increasing 61%, gross margin expanding by nearly 1,000 basis points, and Adjusted EBITDA improving by more than $4 million year over year, achieved while executing two divestitures and an asset carve-out associated with the Tubular segment.”

Kitchen added, “We are entering 2026 with a clean, focused, specialty chemicals platform. The actions taken over the past year are translating into higher-quality earnings and increasing operating leverage, positioning the Company to accelerate profitable growth as market conditions evolve.”

Fourth Quarter 2025 Financial Results
Net sales from continuing operations were $18.8 million compared to $18.1 million in the fourth quarter of 2024. The increase was a result of higher volume partially offset by decreases in average selling prices.

Gross profit from continuing operations decreased 2.9% to $3.4 million, or 18.3% of net sales, compared to $3.5 million, or 19.2% of net sales, in the fourth quarter of 2024. The decrease was primarily driven by increases in material and fulfillment costs.
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Net loss from continuing operations increased to ($1.0) million, or ($0.11) diluted loss per share compared to net income from continuing operations of $0.2 million, or $0.01 diluted earnings per share, in the fourth quarter of 2024.

Adjusted EBITDA from continuing operations decreased to a loss of ($1.1) million in the fourth quarter of 2025, with adjusted EBITDA margin decreasing to (6.1)% compared to (3.4)% in the prior year period. The decrease was primarily driven by the aforementioned decrease in gross profit and by strategic investments in selling, general and administrative expenses.

Full Year 2025 Financial Results
Net sales from continuing operations were $74.9 million compared to $80.8 million in 2024. The decline was a result of lower volume partially offset by increased average selling prices.

Gross profit from continuing operations increased 61.0% to $17.2 million, or 23.0% of net sales, compared to $10.7 million, or 13.2% of net sales in 2024. The increase was primarily driven by continued cost management, strategic sourcing enhancements and product line optimization.

Net loss from continuing operations decreased to ($5.6) million, or ($0.58) diluted loss per share compared to a net loss from continuing operations of ($12.6) million, or ($1.24) diluted loss per share in 2024.

Adjusted EBITDA from continuing operations increased to ($0.6) million with adjusted EBITDA margin increasing to (0.8)% compared to Adjusted EBITDA of ($4.7) million and Adjusted EBITDA margin of (5.8)% in the prior year period. The increase was primarily driven by the aforementioned increase in gross profit partially offset by investments in selling, general and administrative expenses.

Liquidity
As of December 31, 2025, the Company had $57.6 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $11.4 million in availability under its revolving credit facility.

For the quarter ended December 31, 2025, the Company repurchased 19,749 shares at an average cost of $13.23 per share for approximately $0.3 million. For the year ended December 31, 2025, the Company repurchased 745,524 shares at an average cost of $12.26 per share for approximately $9.2 million.

Conference Call
Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the fourth quarter and year ended December 31, 2025.

Ascent management will host the conference call, followed by a question-and-answer period.

Date: Tuesday, March 3, 2026
Time: 5:00 p.m. Eastern time
Live Call Registration Link: Here
Webcast Registration Link: Here

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Investor Relations at 1-630-884-9181.

The conference call will also be broadcast live and available for replay via the webcast registration link above. The webcast will be archived for one year in the investor relations section of the Company’s website at www.ascentco.com.

About Ascent Industries Co.
Ascent Industries Co. (Nasdaq: ACNT) is a specialty chemicals platform delivering differentiated, performance-driven chemical solutions. For more information about Ascent, please visit its website at www.ascentco.com.

Forward-Looking Statements
This press release may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions.
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The forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in Ascent Industries Co.’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.

Non-GAAP Financial Information
Financial statement information included in this earnings release includes non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP measures to GAAP measures.
We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Investor Relations
1-630-884-9181
investorrelations@ascentco.com



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Ascent Industries Co.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
    
  December 31, 2025 December 31, 2024
Assets  
Current assets:  
Cash and cash equivalents $ 57,606  $ 16,098 
Accounts receivable, net of allowance for credit losses of $1,004 and $202, respectively
10,040  12,232 
Advances and other receivables 5,389  52 
Inventories 8,742  5,727 
Prepaid expenses and other current assets 1,243  1,122 
Current assets of discontinued operations —  47,841 
Total current assets 83,020  83,072 
Property, plant and equipment, net 15,762  17,589 
Right-of-use assets, operating leases, net 9,368  28,140 
Intangible assets, net 2,833  3,445 
Deferred charges, net 401  309 
Other non-current assets, net 553  512 
Long-term assets of discontinued operations —  14,183 
Total assets $ 111,937  $ 147,250 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,490  $ 6,836 
Accrued expenses and other current liabilities 5,389  3,598 
Current portion of note payable 433  369 
Current portion of operating lease liabilities 712  1,495 
Current portion of finance lease liabilities 331  293 
Current liabilities of discontinued operations —  9,756 
Total current liabilities 12,355  22,347 
Long-term portion of operating lease liabilities 11,496  29,972 
Long-term portion of finance lease liabilities 808  1,015 
Deferred income taxes 241  320 
Other long-term liabilities 45  51 
Total non-current liabilities 12,590  31,358 
Total liabilities $ 24,945  $ 53,705 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 9,400,898 and 10,072,590 shares outstanding as of December 31, 2025 and 2024, respectively
$ 11,085  $ 11,085 
Capital in excess of par value 48,276  47,339 
Retained earnings 45,786  44,919 
  105,147  103,343 
Less: cost of common stock in treasury - 1,684,205 and 1,012,513 shares, respectively
(18,155) (9,798)
Total shareholders' equity 86,992  93,545 
Total liabilities and shareholders' equity $ 111,937  $ 147,250 
Note: The condensed consolidated balance sheets at December 31, 2024 have been derived from the audited consolidated financial statements at that date.
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Ascent Industries Co.
Condensed Consolidated Statements of Income (Loss)
($ in thousands, except per share data)
(Unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
2025 2024 2025 2024
Net sales $ 18,759  $ 18,122  $ 74,942  $ 80,763 
Cost of sales 15,320  14,636  57,730  70,071 
Gross profit 3,439  3,486  17,212  10,692 
Selling, general and administrative 6,525  5,381  24,093  20,899 
Research and development 71  —  71  — 
Acquisition costs and other 65  609  731  662 
Asset impairments —  1,622  — 
Gain on lease modification (1,733) —  (2,278) (67)
Operating loss from continuing operations (1,489) (2,504) (7,027) (10,802)
Other expense (income)
Interest (income) expense, net (365) 94  (712) 417 
Other, net (171) (145) (753) (448)
Loss from continuing operations before income taxes (953) (2,453) (5,562) (10,771)
Income tax expense (benefit) 54  (2,608) 22  1,806 
Income (loss) from continuing operations (1,007) 155  (5,584) (12,577)
Income (loss) from discontinued operations, net of tax (32) (1,182) 6,451  (1,021)
Net income (loss) $ (1,039) $ (1,027) $ 867  $ (13,598)
Net income (loss) per common share from continuing operations:
Basic $ (0.11) $ 0.02  $ (0.58) $ (1.24)
Diluted $ (0.11) $ 0.01  $ (0.58) $ (1.24)
Net income (loss) per common share from discontinued operations:
Basic $ —  $ (0.12) $ 0.67  $ (0.11)
Diluted $ —  $ (0.11) $ 0.67  $ (0.11)
Net income (loss) per common share:
Basic $ (0.11) $ (0.10) $ 0.09  $ (1.35)
Diluted $ (0.11) $ (0.10) $ 0.09  $ (1.35)
Weighted average shares outstanding:
Basic 9,377  10,090  9,643  10,106 
Diluted 9,377  10,338  9,643  10,106 
Adjusted EBITDA1
$ (1,146) $ (555) $ (571) $ (4,695)
1We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
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Ascent Industries Co.
Consolidated Statements of Cash Flows
($ in thousands)
Year Ended December 31,
2025 2024
Cash flows from operating activities:  
Net income (loss) $ 867  $ (13,598)
Income (loss) from discontinued operations, net of tax 6,451  (1,021)
Net loss from continuing operations (5,584) (12,577)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:    
Depreciation expense 3,574  3,884 
Amortization expense 612  695 
Amortization of debt issuance costs 258  105 
Asset impairments 1,622  — 
Deferred income taxes 22  1,806 
Loss on disposal of property, plant and equipment 289 
(Reduction of) provision for losses on accounts receivable (569) 51 
Non-cash lease expense 128  111 
Gain on lease modification (2,278) (67)
Stock-based compensation expense 1,302  760 
Changes in operating assets and liabilities:
Accounts receivable and advances (2,576) 2,762 
Inventories (3,015) 5,039 
Other assets and liabilities (521) (160)
Accounts payable (1,565) (3,246)
Accrued expenses 1,469  40 
Accrued income taxes (149) 1,485 
Net cash (used in) provided by operating activities - continuing operations (7,269) 977 
Net cash provided by operating activities - discontinued operations 6,750  13,704 
Net cash (used in) provided by operating activities (519) 14,681 
Cash flows from investing activities:    
Purchases of property, plant and equipment (1,544) (1,120)
Net cash used in investing activities - continuing operations (1,544) (1,120)
Net cash provided by investing activities - discontinued operations 52,525  2,025 
Net cash provided by investing activities 50,981  905 
Cash flows from financing activities:    
Borrowings from credit facilities 137,075  197,898 
Proceeds from note payable 1,085  914 
Proceeds from exercise of stock options 415  — 
Payments on credit facilities (137,075) (197,898)
Payments on note payable (1,021) (906)
Principal payments on finance lease obligations (287) (289)
Repurchase of common stock (9,137) (1,037)
Net cash used in financing activities - continuing operations (8,945) (1,318)
Net cash used in financing activities - discontinued operations (19) (11)
Net cash used in financing activities (8,964) (1,329)
Increase in cash and cash equivalents 41,498  14,257 
Cash and cash equivalents of discontinued operations —  10 
Cash and cash equivalents, beginning of period 16,108  1,841 
Cash and cash equivalents, end of period $ 57,606  $ 16,108 
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Ascent Industries Co.
Non-GAAP Financial Measures Reconciliation
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
($ in thousands)

Three Months Ended
December 31,
Year Ended
December 31,
($ in thousands) 2025 2024 2025 2024
Consolidated
Net income (loss) from continuing operations $ (1,007) $ 155  $ (5,584) $ (12,577)
Adjustments:
Interest (income) expense, net (365) 94  (712) 417 
Income taxes 54  (2,608) 22  1,806 
Depreciation 851  961  3,576  3,884 
Amortization 153  174  611  695 
EBITDA (314) (1,224) (2,087) (5,775)
Acquisition costs and other 65  609  731  662 
Asset impairments —  —  1,622  — 
Gain on lease modification (1,733) —  (2,278) (67)
Stock-based compensation 752  45  1,070  193 
Non-cash lease expense 43  15  128  112 
Retention expense —  —  — 
Restructuring and severance costs 41  —  243  177 
Adjusted EBITDA $ (1,146) $ (555) $ (571) $ (4,695)
% sales (6.1) % (3.1) % (0.8) % (5.8) %
Specialty Chemicals
Net income (loss) $ (676) $ 1,775  $ 3,700  $ 1,093 
Adjustments:
Interest expense, net 14  17  52  75 
Depreciation 810  946  3,481  3,809 
Amortization 153  174  611  695 
EBITDA 301  2,912  7,844  5,672 
Acquisition costs and other —  477  93  477 
Stock-based compensation 123  —  126 
Non-cash lease expense 15  45  66 
Restructuring and severance costs 14  —  14  110 
Specialty Chemicals Adjusted EBITDA $ 453  $ 3,398  $ 8,122  $ 6,332 
% segment sales 2.4  % 18.7  % 10.8  % 7.8  %
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