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Item 7. Management’s Discussion and Analysis

2026-03-03 compared with 2025-03-04 · 98 added, 123 removed, 188 unchanged (54% of the section changed)

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Ascent Industries Co.

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

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 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.

Fiscal 2024 was a year of stabilization, recapitalization of talent and aggressive self-help to establish a foundation for organic and inorganic growth.

The team rallied to overcome soft market conditions across both segments, delivering positive bottom line improvements while establishing a more predictable, reliable and profitable operating model.

We ended the year with no outstanding debt, $16.1 million of cash and cash equivalents as well as $47.4 million of remaining available capacity on our revolving line of credit, allowing flexibility to continue to execute our strategy and future growth opportunities.

Munhall Closure

During the second quarter of 2023, the Board of Directors of the Company made the decision to permanently cease operations at Munhall effective on or around August 31, 2023.

This strategic decision is part of the Company’s ongoing efforts to consolidate manufacturing to drive an increased focus on its core operations and to improve profitability while driving operational efficiencies.

Munhall results are included within discontinued operations in all periods presented.

Divestiture of Specialty Pipe & Tube, Inc.

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.

As result of the sale, SPT results of operations are classified under discontinued operations for all periods presented.

Prior to the divestiture, SPT was reported under the Company's Tubular Products segment.

The discussion and analysis of our results of operations refers to continuing operations unless noted.

is a specialty chemicals platform focused on the development, production, and distribution of tailored, performance-driven chemical solutions with three production facilities located in Cleveland, Tennessee, Fountain Inn, South Carolina and Danville, Virginia.

These facilities produce 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 Company 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 while offering products that are petroleum derived, as well as bio-based alternatives.

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 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".

Divestiture of Bristol Metals

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.

Divestiture of American Stainless Tubing

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.

Macroeconomic Events

We continue to monitor macroeconomic trends and uncertainties such as key material inflation, the effects of recently implemented tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and profitability.

As a result of the recent tariffs announced by the U.S.

presidential administration and potential tariff modifications or the imposition of tariffs or export controls by other countries, we have worked with our suppliers to mitigate supply chain challenges, cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies.

Much of our raw material used in production is domestically sourced and while we do not expect these factors to result in a material negative effect on our net sales or profitability in the near future, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and additional cost savings efforts.

Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future.

Results of Operations

The following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of income (loss).

This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements, including the related notes to the consolidated financial statements.

Basis Point Increase/(Decrease) in Percentage of Net Sales

2025 2024 2025 vs.

Net sales 100.0 % 100.0 %

Gross profit 23.0 % 13.2 % 980

Selling, general and administrative expense

32.1 % 25.9 % 620

Operating loss (9.4) % (13.4) % 400

Income tax provision — % 2.2 % (220)

Net loss (7.5) % (15.6) % 810

Comparison of 2025 to 2024 – Continuing Operations

Net sales from continuing operations for the full-year 2025 decreased $5.8 million, or 7.2%, over the full-year 2024 to $74.9 million.

The decrease in net sales was primarily driven by an 8.8% decrease in average selling prices coupled with a 0.9% decrease in pounds shipped.

The decrease in net sales was primarily driven by a 17.7% decrease in pounds shipped partially offset by a 10.9% increase in average selling prices .

Full-year 2025 gross profit from continuing operations increased 61.0% to $17.2 million, or 23.0% of sales, compared to $10.7 million, or 13.2% of sales, in the full-year 2024.

The increase in dollars and percentage of sales for the full-year 2024 were primarily driven by improved strategic sourcing initiatives and product line management resulting in lower raw material costs.

Selling, general and administrative expense (SG&A) from continuing operations for the full-year 2024 decreased $0.1 million to $26.6 million compared to $26.7 million for the full-year 2023.

The increase in dollars and percentage of sales for the full-year 2025 were primarily driven by improved strategic sourcing initiatives and product line management resulting in lower raw material costs as well as operational cost management and efficiencies.

Selling, general and administrative expense (SG&A) from continuing operations for the full-year 2025 increased $3.2 million to $24.1 million compared to $20.9 million for the full-year 2024.

SG&A as a percentage of sales was 32.1% of sales for 2025 and 25.9% of sales for 2024.

The changes in SG&A expense were primarily driven by:

• decreases in salaries, wages and benefits driven by lower headcount in the current year;

• decreases in taxes and licenses;

• decreases in other expenses primarily driven by decreases in share-based compensation expense

The full-year decreases were partially offset by:

• increases in incentive bonus driven by higher attainment of performance goals in the current year over the prior year;

• increases in professional fees driven by increased IT and legal expenses in the current year

• strategic investments in salaries, wages and benefits resulting in higher headcount in the current year;

• increases in rent expense, specifically related to the reclass of remaining Munhall rent expense to SG&A from COGS in the current year;

• increases in other expenses primarily driven by increases in share-based compensation expense, incentive bonus, taxes and licenses and dues and subscription fees.

The full-year increases were partially offset by:

• decreases in professional fees driven by decreased legal, accounting and information technology professional fees in the current year;

• decreases in bad debt expense;

• decreases in repair and maintenance expense.

Operating loss from continuing operations for the full-year 2025 improved to $7.0 million compared to an operating loss of $10.8 million for the full-year 2024.

The operating loss decrease for the full-year 2024 was primarily driven by aforementioned increase in gross profit as well as the prior year goodwill impairment not present in the current year.

The operating loss decrease for the full-year 2025 was primarily driven by aforementioned increase in gross profit and non-cash lease modification gains partially offset by increases in SG&A expense and asset impairment expense.

Comparison of 2025 to 2024 – Specialty Chemicals

Net sales for the Specialty Chemicals segment decreased 3.4%, or $2.9 million, to $80.8 million for 2024 compared to $83.6 million in 2023.

The decrease in net sales was primarily driven by a 3.4% decrease in pounds shipped and a 2.6% decrease in average selling prices.

SG&A expense increased by $2.6 million, or 37.0%, to $9.5 million in 2024 compared to $7.0 million in 2023.

SG&A as a percentage of sales increased to 11.8% in 2024 from 8.3% in 2023.

The changes in SG&A expense were primarily driven by increases in corporate allocation, incentive bonus expense and professional fees, partially offset by decreases in salaries, wages and benefits and taxes and license fees.

Operating income for the full-year 2024 totaled $1.2 million compared to an operating loss of $12.6 million for the full-year 2023.

The increase in operating income was primarily driven by improved strategic sourcing initiatives and product line management resulting in lower raw material costs.

The following tables summarize operating results for the two years indicated.

Reference should be made to Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K.

(in thousands) Amount % Amount %

Net sales $ 80,764 100.0 % $ 83,616 100.0 %

Cost of goods sold 69,574 86.1 % 77,807 93.1 %

Gross profit 11,190 13.9 % 5,809 6.9 %

Selling, general and administrative expense

9,546 11.8 % 6,966 8.3 %

Acquisition costs and other 477 0.6 % 12 — %

Goodwill impairment — — % 11,389 13.6 %

Operating income (loss) $ 1,167 1.4 % $ (12,558) (15.0) %

Comparison of 2024 to 2023 - Tubular Products

Net sales for the Tubular Products segment totaled $97.1 million for the full year of 2024, a decrease of 11.3% compared to the full-year 2023.

The decrease in net sales was primarily driven by a 16.8% decrease in average selling prices offset by a 5.5% increase in pounds shipped.

SG&A expense increased $1.2 million, or 16.0%, for the full-year 2024 when compared to 2023.

SG&A as a percentage of sales was 9.0% of sales for 2024 and 6.9% of sales for 2023.

The changes in SG&A expense were primarily driven by increases in corporate allocation partially offset by decreases in salaries, wages and benefits, taxes and license fees and professional fees.

Operating income for the full-year 2024 totaled $2.6 million compared to an operating loss of $11.2 million for the full-year 2023.

The operating income increase for the full-year 2024 was primarily driven by increases in gross profit partially offset by the aforementioned increases in SG&A expenses.

The following table summarizes operating results for the two years indicated.

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Acquisition costs and other 92 0.1 % 477 0.6 %

Operating income (loss) from continuing operations $ 2,649 2.7 % $ (11,210) (10.2) %

Operating income $ 3,751 5.0 % $ 1,166 1.5 %

Net sales for the Specialty Chemicals segment decreased 7.2%, or $5.8 million, to $74.9 million for 2025 compared to $80.8 million in 2024.

The decrease in net sales was primarily driven by a 17.7% decrease in pounds shipped partially offset by a 10.9% decrease in average selling prices.

SG&A expense increased by $3.8 million, or 40.0%, to $13.4 million in 2025 compared to $9.5 million in 2024.

SG&A as a percentage of sales increased to 17.8% in 2025 from 11.8% in 2024.

The changes in SG&A expense were primarily driven by increases in corporate allocation expense and incentive bonus expense, partially offset by decreases in salaries, wages and benefits, bad debt expense, professional fees and travel expense.

Operating income for the full-year 2025 totaled $3.8 million compared to $1.2 million for the full-year 2024.

The increase in operating income was primarily driven by increases in gross profit as a result of improved strategic sourcing initiatives and product line management resulting in lower raw material costs as well as operational cost management and efficiencies and lower SG&A costs.

Comparison of 2025 to 2024 - Corporate

Corporate expenses decreased $4.1 million to $8.8 million in 2024 down from $12.9 million in 2023.

The full-year decrease resulted primarily from allocating corporate expense to locations and decreases in stock compensation expense partially offset by increases in incentive bonus, professional fees, taxes and license expense and insurance expense.

Interest expense was $0.3 million and $4.2 million for the full-years of 2024 and 2023, respectively.

The decrease was driven by lower debt outstanding in the current year compared to the prior year.

Corporate expenses decreased $1.2 million to $10.7 million, or 14.4% of sales, in 2025 down from $11.9 million, or 14.8% of sales, in 2024.

The full-year decrease results are primarily driven by increases in corporate allocation expense to operating locations and decreases in professional fees partially offset by increases in salaries, wages and benefits, stock compensation, incentive bonus, dues and subscriptions and rent expense.

Interest income was $0.8 million for 2025 compared to interest expense of $0.3 million in 2024 The change was driven by a higher interest-bearing cash balance in the current year compared to the prior year.

The Company had no debt outstanding as of December 31, 2025.

The Company's effective tax rate for 2025 was less than the U.S.

statutory rate of 21% primarily due to discrete tax charges associated with recording a valuation allowance on cumulative US Federal and state deferred tax assets.

statutory rate of 21% primarily driven by state taxes, net of federal benefit, adjustments to the valuation allowance in the period and increases in stock-based compensation.

The Company's effective tax rate for 2024 was less than the U.S.

statutory rate of 21% primarily driven by tax benefits associated with non-deductible goodwill impairment.

statutory rate of 21% primarily driven by discrete tax charges associated with recording a valuation allowance on cumulative US Federal and state deferred tax assets.

Non-GAAP Financial Measures

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Management believes that these non-GAAP measures are useful because they are key measures used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions as well as allow readers to compare the financial results between periods.

Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company.

Non-GAAP measures should not be considered as

an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company.

Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.

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Net loss from continuing operations $ (5,584) $ (12,577)

Interest expense 418 4,238

Interest (income) expense, net (712) 417

Income taxes 22 1,806

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Acquisition costs and other 731 662

Goodwill impairment — 11,389

Asset impairments 1,622 —

Gain on lease modification (2,278) (67)

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Specialty Chemicals

Net income (loss) $ 1,093 $ (12,619)

Net income $ 3,700 $ 1,093

Interest expense 52 75

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Acquisition costs and other 93 477

Goodwill impairment — 11,389

Stock-based compensation 126 7

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% of segment sales 10.8 % 7.8 %

Tubular Products EBITDA and Adjusted EBITDA from continuing operations are as follows:

Year Ended December 31,

($ in thousands) 2024 2023

Tubular Products

Net income (loss) from continuing operations $ 2,649 $ (11,210)

Interest expense 1 —

Depreciation 2,052 2,274

Amortization 792 871

EBITDA 5,494 (8,065)

Acquisition costs and other 30 —

Stock-based compensation 10 58

Non-cash lease expense 88 118

Retention expense — 8

Restructuring and severance costs 30 84

Tubular Products Adjusted EBITDA $ 5,652 $ (7,797)

% of segment sales 5.8 % (7.1) %

Liquidity and Capital Resources

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(in thousands) 2025 2024

Total cash provided by (used in):

Net cash (used in) provided by:

Operating activities (7,269) 977

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Financing activities (8,945) (1,318)

Net increase (decrease) in cash and cash equivalents $ 13,786 $ (69,410)

Net decrease in cash and cash equivalents $ (17,758) $ (1,461)

Operating Activities

The increase in cash provided by operating activities for the year ended December 31, 2024 compared to cash used in operating activities in the year ended December 31, 2023 was primarily driven by changes in working capital.

The increase in cash used in operating activities for the year ended December 31, 2025 compared to cash provided by operating activities in the year ended December 31, 2024 was primarily driven by changes in working capital.

Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, customer payments of accounts receivable and payments to vendors in the regular course of business.

Inventory increased operating cash flows for the year ended December 31, 2024 by approximately $11.6 million compared to a decrease of approximately $12.2 million for 2023, while accounts payable decreased operating cash flows by approximately $3.6 million for the year ended December 31, 2024 compared to an increase of approximately $1.6 million for the year ended December 31, 2023.

The increase in operating cash flows from inventory is primarily due to lower average inventory and higher inventory turns year over year while the decrease in accounts payable is primarily driven by a decreases in days payables outstanding within our Specialty Chemicals segment.

Accounts receivable increased operating cash flow by approximately $2.8 million compared to an increase of $6.8 million driven by lower sales in the current year partially offset by lower days sales outstanding.

In addition to the working capital changes, changes in deferred income taxes increased cash flows by approximately $6.2 million compared to cash used in operations of approximately $6.9 million in 2023.

This was primarily due to discrete tax charges associated with the recording of a valuation allowance on cumulative U.S.

federal and state tax assets in the third quarter of 2024.

Inventory decreased operating cash flows for the year ended December 31, 2025 by approximately $3.0 million compared to an increase of approximately $5.0 million for 2024, while accounts payable decreased operating cash flows by approximately $1.6 million

for the year ended December 31, 2025 compared to a decrease of approximately $3.2 million for the year ended December 31, 2024.

The decrease in operating cash flows from inventory is primarily due to lower inventory turns year over year partially offset by lower average inventory while the decrease in accounts payable is primarily driven by lower average accounts payable partially offset by decreases in days payables outstanding.

Accounts receivable and advances decreased operating cash flow by approximately $2.6 million compared to an increase of $2.8 million in 2024.

The decrease is primarily driven by the $5.3 million of escrow receivables from the BRISMET and ASTI divestitures in the current year partially offset by decreases in days sales outstanding.

Investing Activities

Net cash used in investing activities primarily consists of transactions related to capital expenditures, proceeds from the disposal of property, plant and equipment and acquisitions.

The decrease in cash used in investing activities for the full-year 2024 compared to cash used in investing activities for the full-year 2023 was primarily driven by a decrease in capital expenditures in the current year over the prior year.

Net cash used in investing activities primarily consists of transactions related to capital expenditures.

The increase in cash used in investing activities for the full-year 2025 compared to cash used in investing activities for the full-year 2024 was primarily driven by an increase in capital expenditures in the current year over the prior year.

Financing Activities

Net cash used in financing activities primarily consist of transactions related to our long-term debt.

The decrease in net cash used in financing activities for the full-year 2024 compared to the full-year 2023 was primarily due to the repayment of the

Company's asset backed line of credit and delayed draw term loan in the fourth quarter of 2023 driven by the sale of substantially all of the assets of SPT.

Net cash used in financing activities primarily consist of transactions related to our credit facilities and share repurchases.

The increase in net cash used in financing activities for the full-year 2025 compared to the full-year 2024 was primarily due to increases in share repurchase activity in the current year over the prior year.

Short-term Debt

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As of December 31, 2025, the outstanding balance was $0.4 million.

Long-term Debt

On November 6, 2024, Ascent entered into a Limited Consent, Third Amendment to Credit Agreement to Loan Documents with BMO Bank N.A.

under Ascent’s credit facility (the “Credit Facility Amendment”).

The Credit Facility Amendment reduced the maximum revolving loan commitment under the credit facility from $80 million to $60 million and extended the term of the credit facility through December 31, 2027.

The Credit Facility Amendment also increased the interest rate for the credit facility from SOFR plus an interest rate margin of between 1.85% and 2.10% to SOFR plus an interest rate margin of between 1.85% and 2.35%, depending on average availability under the credit facility and Ascent’s consolidated fixed charge coverage ratio.

The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $6.0 million and (ii) 15% of the revolving credit facility (currently $9.0 million).

Credit Facilities

On December 10, 2025, Ascent Industries Co.

(“Ascent”) entered into a Limited Waiver, Consent and Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A.

and the other lenders under Ascent’s credit facility (the “Sixth Credit Facility Amendment”).

The maximum revolving loan commitment under the credit facility remains $30 million with an interest rate between 1.85% and 2.35%, depending on average availability under the credit facility and the Company's consolidated fixed charge coverage ratio.

The term of the credit facility remains through December 31, 2027.

The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $4.5 million and (ii) 15% of the revolving credit facility.

As of December 31, 2025, the Company was in compliance with all financial debt covenants.

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On February 17, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 1.0 million shares of the Company's outstanding common stock over 24 months.

On December 19, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 2.0 million shares of the Company's outstanding common stock over 24 months.

The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions.

Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury.

There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted.

There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue

purchases at any time that management determines additional purchases are not warranted.

As of December 31, 2025, the Company had 1,998,504 shares of its previous share repurchase authorization remaining.

The Company may also withhold shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of share-based awards.

Shares repurchased for the year ended December 31, 2025 and 2024 were as follows:

Year ended December 31,

Number of shares repurchased 101,263 143,108

Share repurchase program 1

740,683 101,263

Shares withheld from employees 4,841 —

Total shares repurchased 745,524 101,263

Average price per share $ 12.26 $ 10.21

Total cost of shares repurchased 2

$ 9,159,661 $ 1,037,346

1 Includes 745 shares repurchased under previous share repurchase program which expired on February 17, 2025 and 743,283 shares repurchased under the repurchase program authorized on February 17, 2025

2 Includes broker fees incurred as part of repurchase transactions

At the end of each fiscal year, the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate.

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We believe the following accounting policies affect the most significant estimates and management judgments used in the preparation of the Company's consolidated financial statements.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting in accordance with GAAP.

Under this method, the total consideration transferred to consummate the business combination is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the transaction.

Judgments and uncertainties involved in the estimate

The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed.

Fair value determinations involve significant assumptions about highly subjective variables, including future cash flows, discount rates, and expected business performance.

There are also different valuation models and inputs for each component, the selection of which requires considerable judgment.

Our estimates and assumptions may be based, in part, on the availability of listed

market prices or other transparent market data.

These determinations will affect the amount of amortization expense recognized in future periods as well the allocation of goodwill, if any, attributable to the transaction.

Effect if actual results differ from assumptions

We base our fair value estimates on assumptions we believe are reasonable, but recognize the assumptions are inherently uncertain.

Depending on the size of the purchase price of a particular acquisition, the mix of intangible assets acquired and expected business performance, the purchase price allocation could be materially impacted by applying a different set of assumptions and estimates.

Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Inventory is stated at the lower of cost or net realizable value.

Cost is determined by either specific identification or weighted average methods.

At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost.

At the end of each quarter, recent sales reports are reviewed to identify sales price trends that would indicate products or product lines that are being sold below our cost.

This would indicate that an adjustment would be required.

We record an obsolete inventory reserve for identified aged inventory items with slow or no sales activity for finished goods or slow or no usage for raw materials for a certain period of time.

For those inventory items, a reserve is established for a percentage of the inventory cost less any estimated scrap proceeds and is based on our current knowledge with respect to inventory levels, sales trends and historical experience.

For those inventory items, a reserve is established for a percentage of the inventory cost and is based on our current knowledge with respect to inventory levels, sales trends and historical experience.

During 2025, our reserve decreased approximately $0.1 million to $1.0 million as of December 31, 2025.

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This reserve is based upon the most recent physical inventory results.

During 2024, the inventory shrink reserve had a $0.3 million decrease in response to estimated shrinkage rates based on results from previous physical inventories.

During 2025, the inventory shrink reserve had an insignificant increase in response to estimated shrinkage rates based on results from previous physical inventories.

Our inventory reserve for estimated shrinkage was $0.1 million as of December 31, 2025.

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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 7. Management’s Discussion and Analysis