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Item 1. Business

2026-03-03 compared with 2025-03-04 · 99 added, 67 removed, 23 unchanged (88% of the section changed)

Ascent Industries Co.

is a diverse industrials company focused on the production of specialty chemicals and stainless steel pipe and tube.

General Information

Ascent Industries Co.

was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc.

The Company's executive office is located at 20 N.

Martingale Rd, Suite 430, Schaumburg, Illinois 60173.

Unless indicated otherwise, the terms "Ascent", "Company," "we" "us," and "our" refer to Ascent Industries Co.

and its consolidated subsidiaries.

The Company's business is divided into two reportable operating segments, Specialty Chemicals and Tubular Products.

The Specialty Chemicals segment produces critical ingredients and process aids for the oil & gas, household, industrial and institutional ("HII"), personal care, coatings, adhesives, sealants and elastomers (CASE), pulp and paper, textile, automotive, agricultural, water treatment, construction and other industries.

The Tubular Products segment serves markets through pipe and tube production and customers in the appliance, architectural, automotive and commercial transportation, brewery, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste-water treatment, liquid natural gas ("LNG"), food processing, pharmaceutical, oil and gas and other industries.

Specialty Chemicals – Specialty Chemicals consists of the Company's three production facilities located in Cleveland, Tennessee, Fountain Inn, South Carolina and Danville, Virginia.

The segment produces specialty formulations and intermediates for use in a wide variety of applications and industries with primary product lines focusing on the production of surfactants, defoamers, lubricating agents, flame retardants and chemical intermediates.

End users include companies that use our products as raw materials or process aids in the manufacturing of products such as cleaners, coatings, water treatment chemicals, metal working fluids, textiles, oilfield production chemicals, agrochemical formulations and other applications.

The segment offers products that are petroleum derived, as well as bio-based alternatives.

Beyond its multi-functional product portfolio, the segment also provides an array of custom manufacturing services ranging from product development to commercial scale production.

The segment operates both customer-specific, dedicated plants as well as multi-purpose plants with broad capabilities ranging from blending to complex, multi-step chemical reactions.

The segment has long-term relationships with a number of leading chemical companies that outsource their requirements to our production facilities allowing those customers to accelerate new product commercialization efforts while avoiding the CAPEX requirement to modify and/or build manufacturing plants to support their growth.

The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 34% of total raw material purchases are from its top 5 suppliers.

While some raw material needs are met by an individual supplier or only a few suppliers, the Company anticipates no difficulties in fulfilling its raw material requirements.

Tubular Products – Tubular Products is comprised of BRISMET, located in Bristol, Tennessee and ASTI, located in Troutman and Statesville, North Carolina.

BRISMET manufactures welded pipe and tube, primarily from stainless steel, duplex, and nickel alloys.

Pipe is produced in sizes from 1/2 inch nominal outside diameter to 144 inches outside diameter and wall thickness from 1/16 inch up to 1 and 3/8 inches.

Pipe smaller than 18 inches in outside diameter is made on equipment that forms and welds the pipe in a continuous process.

Pipe larger than 18 inches in outside diameter is formed on presses or rolls and welded using a batch welding technique.

Pipe is normally produced in standard 20-foot lengths, although BRISMET also has capabilities in the production of pipe without circumferential welds in lengths up to 60 feet.

BRISMET is one of the few domestic producers capable of making pipe in 48-foot lengths up to 36 inches in diameter.

ASTI is a leading manufacturer of high-end ornamental stainless steel tube, supplying the automotive, commercial transportation, marine, food services, construction, furniture, healthcare, and other industries.

ASTI's facilities are located in Troutman and Statesville, North Carolina.

ASTI incorporates proprietary finishing capabilities and the highest levels of customer service and technical support to provide the customer with the highest quality ornamental products available in the market.

ASTI's product range includes a variety of shapes, including rounds, squares, rectangles and ellipticals up to 5 inches in outside diameter.

The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 92% of total raw material purchases are from its top 5 suppliers.

The Company does not anticipate that the loss of a supplier would have a materially adverse effect on the Company as raw materials are readily available from a number of different sources, and the Company anticipates no difficulties in fulfilling its requirements.

See Note 13 to the consolidated financial statements, which are included in Item 8 of this Form 10-K, for financial information about the Company's segments.

Specialty Chemicals – Specialty chemicals are sold directly into various market by inside sales, outside sales and distribution partners.

The Specialty Chemicals segment has one customer that accounted for approximately 12% of the segment's revenues for 2024 and 24% of the segment's revenues for 2023.

Tubular Products – The Tubular Products segment utilizes a sales force comprised of inside sales employees, outside sales employees and independent manufacturers' representatives.

The segment's products are sold to various distributors, OEM and end use customers.

The Tubular Products segment has one customer that accounted for approximately 18% and 17% of the segment's revenues for 2024 and 2023.

(“Ascent” or the “Company”) is a specialty chemicals platform delivering differentiated, performance-driven chemical solutions to a diverse set of end markets.

The Company develops, manufactures, and supplies tailored formulations and intermediates that enhance product performance and optimize industrial processes.

Ascent operates three production facilities located in Cleveland, Tennessee;

Fountain Inn, South Carolina;

and Danville, Virginia.

These facilities support customers across energy, household, industrial and institutional (“HII”), personal care, coatings, adhesives, sealants and elastomers (“CASE”), agriculture, water treatment, pulp and paper, construction, automotive, and other industrial markets.

The Company’s core product portfolio includes surfactants, defoamers, lubricating agents, flame retardants, and specialty intermediates, offered in both petroleum-based and bio-based formulations.

Ascent’s products are used as critical ingredients and process aids in applications such as cleaning formulations, coatings systems, oilfield production chemicals, agrochemical formulations, metalworking fluids, water treatment solutions, and industrial textiles.

Beyond its product portfolio, Ascent provides comprehensive custom manufacturing services spanning product development, process optimization, scale-up, and commercial production.

The Company operates both customer-dedicated assets and flexible multi-purpose manufacturing systems capable of blending, complex reaction chemistry, and multi-step processing.

This flexible operating model enables customers to accelerate commercialization while avoiding the capital investment and operational complexity of building and maintaining their own manufacturing infrastructure.

The Company has one reportable segment:

Specialty Chemicals.

The Company was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries, Inc.

The Company's common stock is listed on the NASDAQ Global Market - ticker symbol "ACNT".

For additional information about the Company’s performance and financial condition, see Item 7 , “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

In 2025, the Company introduced its Chemicals-as-a-Service (“CaaS”) strategy, focused on building a differentiated specialty chemicals platform that solves customer problems across the value chain.

Rather than competing solely on products or manufacturing capacity, the Company offers an integrated suite of services that includes formulation development, reaction capabilities, blending and packaging, logistics, regulatory support, and delivery.

The CaaS strategy is designed to create value at critical points in the customer relationship—where performance, reliability, and execution matter most.

Management believes these “moments that matter” are where long-term customer relationships are established through consistent delivery and problem-solving rather than price or availability alone.

The Company’s strategy is organized around four core pillars:

• Discovery & Development :

Accelerating speed to solution through collaborative formulation, application, and process development

• Commercial & Contracting:

Simplifying how customers engage with the Company through responsive and flexible commercial structures

• Manufacturing and Fulfillment:

Delivering consistent, reliable, and efficient production and supply

• Service & Lifecycle Support:

Providing technical, regulatory, and operational support throughout the product lifecycle

The Company operates an agile business model designed to serve customers in the manner they require, including when, where, and how products and services are developed, manufactured, and delivered.

Management believes this flexibility enhances customer satisfaction, supports long-term relationships, and enables sustainable growth.

Marketing and Supply Chain

The Company markets and sells its products primarily through a combination of inside and outside sales representatives supported by technical, operational, and commercial resources.

Sales and marketing efforts are organized around markets and applications to align customer opportunities with the Company’s specialized asset base and drive synergistic, capital-efficient growth.

Sales and business development teams work closely with marketing operations to develop and manage a pipeline of customer-specific selling projects.

These projects are typically solution-oriented and driven by customer performance requirements, application needs, and the customer’s ability to resource lab and field qualification activities.

As a result, sales cycles are often extended and measured in months or quarters, reflecting the collaborative nature of customer engagement.

Sales, marketing, and research and development teams collaborate to integrate customer requirements with the Company’s technical capabilities and manufacturing footprint, supporting new product introductions, expansion of existing customer relationships, and improved utilization of existing assets.

Management believes this approach enables incremental revenue growth with limited incremental fixed cost, contributing to margin expansion and operating leverage over time.

The top five customers accounted for approximately 51% of revenues for 2025 and 35% of revenues for 2024.

The Company actively manages customer concentration risk by pursuing growth across a diversified set of customers, applications, and end markets.

The Company sources the majority of its raw materials from numerous independent suppliers.

Approximately 34% of total raw material purchases were sourced from the Company's top five suppliers in 2025.

While certain raw materials are obtained from a limited number of suppliers, management believes its sourcing strategies and supplier relationships mitigate supply risk.

Approximately 95% of sales in 2025 were supported by domestically supplied raw materials.

Research and Development

Research and development (“R&D”) is a core component of the Company’s strategy and plays a critical role in supporting both organic growth and long-term customer relationships.

The Company’s R&D efforts are focused not only on the development of new products, but also on the integration and optimization of customer products and processes across the Company’s diverse manufacturing asset base.

Over the past year, the Company has strengthened its R&D capabilities through targeted talent acquisition, adding technical expertise in product and application development.

These investments have expanded the Company’s ability to collaborate more deeply with customers and accelerate the development and commercialization of differentiated solutions.

The R&D function works closely with Sales and Business Development to engage directly with customers to understand their specific performance targets, processing conditions, and application needs.

This collaborative approach enables the Company to develop customized formulations, deliver manufacturing process improvements, and align customer requirements with the Company’s available assets and capabilities.

As a result, the Company is able to support customers throughout the product lifecycle, from initial development and scale-up through ongoing optimization and supply.

The Company has found that successfully solving a customer’s initial technical or performance challenge often leads to broader engagement, as customers increasingly view the Company as a trusted partner of choice for additional products, applications, and services.

This approach supports deeper customer relationships, higher switching costs, and increased opportunities for cross-selling and long-term growth.

Management believes the strategic impact of the Company's R&D efforts are significant, as they enable differentiation, strengthen customer relationships, and support the Company’s Chemicals-as-a-Service operating model.

Mergers, Acquisitions and Dispositions

The Company is committed to a long-term strategy of reinvesting capital in our current business segments to foster organic growth and completing acquisitions that expand our manufacturing capabilities, product offerings and geographic footprint.

The Company is committed to a long-term strategy of reinvesting capital in our current business segment to foster organic growth and completing acquisitions that expand our manufacturing capabilities, product offerings and geographic footprint.

The Company may, from time-to-time, divest or close businesses in an effort to better align capital investment within its core operations, increase operational efficiencies and improve profitability.

During the second quarter of 2023, the Company's Board of Directors made the decision to cease operations at BRISMET's Munhall facility.

The Company ceased operations at this facility effective August 31, 2023.

The Munhall facility has been classified as a discontinued operation for all periods presented and was formerly a component within the Tubular Products segment.

On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc.

(“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company.

The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments.

The transaction closed on December 22, 2023.

SPT has been classified as a discontinued operation for all periods presented and was formerly a reporting unit within the Tubular Products segment.

On March 12, 2025, the Company and its wholly-owned subsidiaries Synalloy Metals, Inc.

("Synalloy Metals") and Bristol Metals, LLC.

("BRISMET"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to BRISMET to Bristol Pipe and Tube, Inc., a Delaware corporation and wholly-owned subsidiary of Ta Chen International, Inc.

(the “Purchaser”).

Ascent and Purchaser also entered into a Transition Services Agreement (the “TSA”) dated March 12, 2025, pursuant to which Ascent has agreed to provide certain transition services to Purchaser immediately after the closing for certain agreed upon transition periods.

On April 4, 2025, the Company and Purchaser completed the transaction contemplated by the Purchase Agreement.

The consideration for the transaction was approximately $45 million of cash proceeds, of which $4.5 million was placed in an escrow account to be received in 18 months from the closing date.

On June 23, 2025, the Company and its wholly-owned subsidiary American Stainless Tubing, Inc.

("ASTI"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to ASTI to First Tube, LLC., a Texas limited liability company and wholly-owned subsidiary of Triple-S Steel Holdings, Inc (the “Purchaser”).

On June 30, 2025, the Company and Purchaser completed the transaction contemplated by the Purchase Agreement.

The consideration for the transaction was approximately $16 million of cash proceeds, of which $0.8 million was placed in an escrow account to be received in 12 months from the closing date.

See Note 2 to the consolidated financial statements, which are included in Item 8 of this Form 10-K, for financial information about the Company's discontinued operations.

Environmental

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We are presently unable to quantify this risk.

The Company's businesses and products are generally not subject to seasonal impacts that result in significant variations in revenues from one quarter to another.

The backlog of open orders for the Specialty Chemicals segment were $4.6 million and $5.0 million at the end of 2024 and 2023, respectively.

The backlog of open orders for the Tubular Products segment were $26.7 million and $22.5 million at the end of 2024 and 2023, respectively.

The Company does participate in agricultural end markets, which may experience increased demand during the second and third quarters;

however, outside of these markets, management does not believe seasonality materially affects overall demand patterns.

Variations in quarterly results are more often driven by customer ordering behavior, project timing, and the progression of customer-specific development and qualification activities rather than underlying end-market seasonality.

The Company's backlog of open orders were $8.4 million and $4.6 million at the end of 2025 and 2024, respectively.

Our backlog may not be indicative of actual sales and, therefore, should not be used as a direct measure of future revenue.

Human Capital

Our workforce is critical to our success.

As of December 31, 2024, the Company had 452 employees, 451 of which were full-time employees.

The Company considers relations with employees to be strong.

The number of employees of the Company represented by unions is 181, or 40% of the Company's employees.

They are represented by locals affiliated with the United Steelworkers (the "USW") and the United Food and Commercial Workers (the "UFCW").

Collective bargaining agreements with the USW was ratified in October and with the UFCW in December.

Collective bargaining agreements for the USW and UFCW locals expire at various dates in 2027.

Our voluntary turnover rate in 2024 was approximately 22%.

We monitor employee turnover rates by plant and the Company as a whole.

The average employee tenure is approximately 11 years.

The Company's workforce is critical to its success.

As of December 31, 2025, the Company employed 198 individuals, of which 197 were full-time employees.

Management considers relations with employees to be constructive and stable.

Approximately 54 employees, or 27% of the Company's workforce, are represented by local unions affiliated with the United Food and Commercial Workers (the "UFCW").

The current collective bargaining agreement was ratified in December 2024 and is in effect through 2027.

The Company's voluntary turnover rate in 2025 was approximately 27%.

Management monitors turnover trends by location and across the Company and believes this metric reflects a combination of normal workforce movement and purposeful organizational changes to support the Company’s strategic objectives.

The Company's average employee tenure is approximately 9 years, which management believes reflects workforce stability and institutional experience.

The Company focuses on attracting, developing, and retaining employees with the skills and experience necessary to support safe operations, customer requirements, and execution of its strategy.

People and Culture

We have a shared commitment within our organization to foster an inclusive and respectful culture that encourages innovation, teamwork, and collaboration to eliminate barriers to progress, and continuously drive improvements across the enterprise.

Our business results depend on our ability to identify, attract, recruit, develop and retain talent.

Factors that may affect our ability to attract and retain employees include competition from other employers, availability of qualified individuals and opportunities for employee growth.

The Company’s culture emphasizes accountability, execution, and continuous improvement.

Across the organization, employees are expected to take ownership of their work, collaborate across functions, and focus on delivering measurable outcomes that improve results for customers and the business.

Performance is evaluated based on results achieved rather than activity or effort alone.

Management believes this operating mindset supports disciplined decision-making, operational excellence, and long-term value creation.

The Company’s results depend on its ability to attract, develop, and retain employees with the technical skills, experience, and judgment required to execute its strategy.

The Company focuses on building teams capable of operating effectively in a complex manufacturing and customer-driven environment, while providing professional development opportunities aligned with performance, accountability, and contribution.

Factors that may affect the Company’s ability to attract and retain employees include competition for qualified talent and the availability of individuals with specialized technical expertise.

Management believes the Company’s emphasis on clear expectations, outcome-based performance management, and ongoing development supports employee engagement and retention while enabling the Company to execute its strategy effectively.

Safety and Compliance

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Employees make a daily commitment to and take an active role in owning health and safety, ensuring safe working conditions for everyone.

To support this, we provide employees with the necessary personal protective equipment to perform their job responsibilities safely and confidently.

To support this, we provide employees with the necessary training and personal protective equipment to perform their job responsibilities safely and confidently.

Total Rewards

We invest in our workforce by offering a total rewards package including competitive compensation and health, wellness, retirement, and educational benefits.

The Employee Assistance Program (EAP) is a valuable resource for employees, providing access to confidential mental health support, as well as legal and financial assistance from qualified professionals.

These services are designed to help address personal and work-related challenges that could impact their well-being or job performance.

The Company invests in its workforce through a total rewards program designed to attract, retain, and motivate employees while supporting consistent performance and operational execution.

The program includes competitive compensation and a range of health, wellness, retirement, and educational benefits aligned with market practices and employee needs.

The Company also offers an Employee Assistance Program (“EAP”) that provides employees and their families with access to confidential support resources, including counseling, legal, and financial services.

Management believes these resources support employee well-being, reduce disruptions, and help employees remain focused and effective in their roles.

In 2024, the Company implemented an annual performance-based bonus program for employees within its Chemicals segment and Corporate functions.

The program is designed to align employee incentives with Company performance and operational objectives.

In 2025, the Company has also introduced targeted long-term incentive programs for select roles to support retention and alignment with long-term value creation.

Diversity, Equity and Inclusion

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business