What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-03 compared with 2025-03-04 · 362 added, 335 removed, 686 unchanged (50% of the section changed)

1 unchanged sentence

Index to Financial Statements

Report of Independent Registered Public Accounting Firm ( Moss Adams, LLP ;

Report of Independent Registered Public Accounting Firm ( Baker Tilly US, LLP ;

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Accounting for Share-Based Payments

Earnings Per Share

Earnings (Loss) Per Share

Industry Segments

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Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

To the Shareholders and Board of Directors of

Ascent Industries Co.

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We have audited the accompanying consolidated balance sheets of Ascent Industries Co.

(and subsidiaries) (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes and schedule (collectively referred to as the consolidated financial statements).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes and schedule (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Also in our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

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A material weakness 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment in Item 9A:

The following material weaknesses have been identified and included in management’s assessment:

• Information Technology - Management did not design and maintain effective information technology (IT) general controls in the areas of user access, change management, segregation of duties, and cyber-security for systems supporting many of the Company’s key financial reporting processes.

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• Inventory - Management did not design and maintain effective controls over inventory.

• Revenue recognition – Management did not design and maintain effective controls over revenue and accounts receivable.

• Period-end financial reporting, journal entries, reconciliations, and account analyses - Management did not design and maintain effective controls to detect potential material misstatements to period-end financial statements through review of account reconciliations and account analyses on a timely basis.

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Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Moss Adams LLP

/s/ Baker Tilly US, LLP

Irvine, California

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Accounts receivable, net 10,040 12,232

Advances and other receivables 5,389 52

Raw materials 5,589 4,654

Work-in-process 12,689 13,711

Finished goods 3,153 1,073

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Prepaid expenses and other current assets 1,243 1,122

Assets held for sale — 2,912

Current assets of discontinued operations — 47,841

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Intangible assets, net 2,833 3,445

Deferred income taxes — 5,808

Deferred charges, net 401 309

Other non-current assets 553 512

Long-term assets of discontinued operations — 14,183

Total assets $ 111,937 $ 147,250

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Accrued expenses and other current liabilities 5,389 3,598

Deferred revenue 1,360 62

Current portion of note payable 433 369

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24,000,000 shares authorized;

11,085,103 and 10,072,590 shares issued and outstanding, respectively

9,400,898 and 10,072,590 shares outstanding as of December 31, 2025 and 2024, respectively

$ 11,085 $ 11,085

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Selling, general and administrative expense 24,093 20,899

Research and development 71 —

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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Other (income) and expense

Interest expense 418 4,238

Interest (income) expense, net ( 712 ) 417

Other, net ( 753 ) ( 448 )

Loss from continuing operations before income taxes ( 5,562 ) ( 10,771 )

Income tax provision (benefit) 6,159 ( 6,924 )

Income tax provision 22 1,806

Loss from continuing operations $ ( 5,584 ) $ ( 12,577 )

(Loss) income from discontinued operations, net of tax ( 2,373 ) 7,522

Net loss $ ( 13,598 ) $ ( 26,629 )

Income (loss) from discontinued operations, net of tax 6,451 ( 1,021 )

Net income (loss) $ 867 $ ( 13,598 )

Net loss per common share from continuing operations

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Diluted $ ( 0.58 ) $ ( 1.24 )

Net (loss) income per common share from discontinued operations

Net income (loss) per common share from discontinued operations

Basic $ 0.67 $ ( 0.11 )

Diluted $ 0.67 $ ( 0.11 )

Net loss per common share

Net income (loss) per common share

Basic $ 0.09 $ ( 1.35 )

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Cash flows from operating activities:

Net loss $ ( 13,598 ) $ ( 26,629 )

(Loss) income from discontinued operations, net of tax ( 2,373 ) 7,522

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 loss to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation expense 3,574 3,884

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Amortization of debt issuance costs 258 105

Goodwill impairment — 11,389

Asset impairments 1,622 —

Deferred income taxes 22 1,806

Reduction of losses on accounts receivable ( 118 ) ( 180 )

(Reduction of) provision for losses on accounts receivable ( 569 ) 51

Loss on disposal of property, plant and equipment 1 289

Non-cash lease expense 128 111

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

Share-based compensation expense 1,302 760

Changes in operating assets and liabilities:

Accounts receivable 2,842 6,778

Accounts receivable and advances ( 2,576 ) 2,762

Inventories ( 3,015 ) 5,039

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Accrued income taxes ( 149 ) 1,485

Net cash provided by operating activities - continuing operations 17,007 6,644

Net cash (used in) provided by operating activities - discontinued operations ( 2,326 ) 16,434

Net cash provided by operating activities 14,681 23,078

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:

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Proceeds from note payable 1,085 914

Proceeds from exercise of stock options 415 —

Payments on credit facilities ( 137,075 ) ( 197,898 )

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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 (decrease) in cash and cash equivalents 14,257 410

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

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Interest $ 174 $ 277

Income taxes — 864

Noncash Investing Activities:

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Balance December 31, 2024 11,085 $ 11,085 $ 47,339 $ 44,919 1,012 $ ( 9,798 ) $ 93,545

Net loss — — — ( 13,598 ) — — ( 13,598 )

Net income — — — 867 — — 867

Issuance of 41,832 shares of common stock from treasury

— — ( 436 ) — ( 42 ) 436 —

Exercise of stock options for 32,000 shares, net

— — 71 — ( 32 ) 344 415

Share-based compensation — — 1,302 — — — 1,302

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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.

is a specialty chemicals platform focused on the development, production, and distribution of tailored, performance-driven chemical solutions.

Ascent Industries Co.

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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.

The Company has one reportable segment:

Specialty Chemicals.

The 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 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.

Below are those accounting policies considered by the Company to be significant.

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intangible assets;

the fair value of assets or liabilities acquired in a business combination;

valuation allowances for receivables, inventories and deferred income tax assets and liabilities;

environmental liabilities;

valuation allowances for receivables and deferred income tax assets and liabilities;

liabilities for potential tax deficiencies;

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Actual results may differ from these estimates.

Reclassifications - Certain prior period amounts have been reclassified to conform to current period presentation, including deferred revenue and accrued expenses on the consolidated balance sheets and provision for inventory losses on the statement of cash flows.

Reclassifications - Certain prior period amounts have been reclassified to conform to current period presentation, including the Company's Tubular Products segment, which includes Bristol Metals ("BRISMET") and American Stainless Tubing ("ASTI"), to discontinued operations and provision for (reduction of) inventory losses to inventories on the consolidated statements of cash flows.

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

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The opening and closing balances of our accounts receivables from continuing operations are as follows (in thousands):

(in thousands) January 1, 2023

December 31, 2023 December 31, 2024

(in thousands) January 1, 2024 December 31, 2024 December 31, 2025

Accounts receivables, net $ 15,097 $ 12,232 $ 10,040

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Balance at end of period $ 1,004 $ 202

1 Remaining allowance for credit losses associated with the former Munhall facility.

Receivables balance was fully reserved as of December 31, 2025 and 2024.

Inventories - Inventories are stated at the lower of cost or net realizable value ("LCNRV").

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.

An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical price, is greater than the current selling price of that product.

LCNRV adjustments of $ 0.5 million and $ 0.6 million were required by our Specialty Chemicals segment during the years ended December 31, 2024 and 2023, respectively.

Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices.

As raw materials are purchased, it is priced to the Company based upon the surcharge at that date.

Approximately three months later, the current nickel surcharge is used to determine the proper selling price of the finished pipe for the customer.

An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge.

LCNRV adjustments of $ 0.5 million and $ 0.6 million were required by our Tubular Products segment's continuing operations during the years ended December 31, 2024 and 2023, respectively.

LCNRV adjustments of $ 0.2 million and $ 0.5 million were required during the years ended December 31, 2025 and 2024, respectively.

In addition, the Company establishes inventory reserves for:

• Estimated obsolete or unmarketable inventory - The Company identifies 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 proceed 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.

The Company reserved $ 1.0 million and $ 1.1 million for continuing operations as of December 31, 2025 and 2024, respectively.

• Estimated quantity losses - The Company performs an annual physical count of inventory during the fourth quarter each year for all facilities.

A reserve is established for the potential quantity losses that could occur subsequent to their physical inventory.

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

The Company had $ 0.3 million and $ 0.5 million reserved for physical inventory quantity losses for continuing operations as of December 31, 2024 and 2023, respectively.

A reserve is established for the potential quantity losses that could occur subsequent to their physical inventory and is based upon the most recent physical inventory results.

The Company had $ 0.1 million reserved for physical inventory quantity losses for continuing operations as of December 31, 2025 and 2024.

Property, Plant and Equipment - Property, plant and equipment are stated at cost.

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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.

Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination.

The Company reviews goodwill for impairment at the reporting unit level,

Ascent Industries Co.

Notes to Consolidated Financial Statements

which is the operating segment level or one level below the operating segment level.

Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary.

If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill.

Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow.

If the fair value exceeds the carrying value, then no goodwill impairment has occurred.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Any impairment identified is included within "goodwill impairment" in the consolidated statements of income (loss).

A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management.

The company had no goodwill as of December 31, 2024 and 2023, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2023 were as follows:

(in thousands) Specialty Chemicals

Balance December 31, 2022 $ 11,389

Goodwill Impairment ( 11,389 )

Balance December 31, 2023 —

During the third quarter of 2023, the Company determined potential indicators of impairment within the Specialty Chemicals reporting unit, with an associated goodwill balance of $ 11.4 million existed.

Macroeconomic conditions and pressures, increased risks within the broader specialty chemicals business, reporting unit operating losses and a decline in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform a quantitative evaluation of goodwill.

The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals reporting unit to determine the reporting unit's fair value.

The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts while the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers.

Determining the fair value of the reporting unit and allocation of that fair value to individual assets and liabilities within the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions.

Any changes in the judgments, estimates, or assumptions could produce significantly different results.

As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was below its carrying value by 27.6 % resulting in a goodwill impairment charge of $ 11.4 million for the year ended December 31, 2023.

Intangible Assets - Intangible assets consists of customer relationships, trademarks and trade names, and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period of 15 years.

Amortization expense is recorded in selling, general and administrative expense on the consolidated statements of income (loss).

Ascent Industries Co.

Notes to Consolidated Financial Statements

The gross carrying amount and accumulated amortization of intangible assets from continuing operations consist of the following:

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Total definite-lived intangible assets $ 5,750 $ ( 2,917 ) $ 5,750 $ ( 2,305 )

Ascent Industries Co.

Notes to Consolidated Financial Statements

The Company recorded amortization expense related to intangible assets from continuing operations of $ 1.5 million for 2024 and 2023, respectively.

The Company recorded amortization expense related to intangible assets from continuing operations of $ 0.6 million and $ 0.7 million for 2025 and 2024, respectively.

Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows:

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Deferred Charges - Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years and is recorded in interest expense on the consolidated statements of income (loss).

In the fourth quarter of 2024, the Company capitalized $ 0.3 million of debt issuance costs related to is Credit Facility Amendment with BMO Bank N.A.

Debt issuance costs remaining related to the Company's previous credit agreement were expensed in the fourth quarter of 2024.

In the year 2025, the Company capitalized $ 0.5 million of debt issuance costs related to its Credit Facility Amendments with BMO Bank N.A.

Debt issuance costs remaining related to the Company's previous credit agreements were expensed in 2025.

See Note 6 for additional information on the Company's credit facilities.

Deferred charges totaled $ 0.4 million and $ 0.3 million as of December 31, 2025 and 2024, respectively.

Accumulated amortization of deferred charges as of December 31, 2024 and 2023 totaled less than $ 0.1 million and $ 0.3 million, respectively.

The Company recorded amortization expense related to deferred charges of $ 0.1 million for 2024 and 2023.

Accumulated amortization of deferred charges as of December 31, 2025 and 2024 totaled $ 0.1 million and less than $ 0.1 million, respectively.

Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable.

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Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received, if any, and net carrying values of the assets disposed and are included in loss on disposal of assets and adjustments to assets held for sale, net in the consolidated statements of income (loss).

Fair value measurements associated with long-lived asset impairments are included in Note 4 of the notes to the consolidated financial statements.

Assets Held for Sale - The Company classifies long-lived assets or disposal groups as held for sale in the period when all of the following conditions have been met:

• the Board of Directors have approved and committed to a plan to sell the assets or disposal group;

• the asset or disposal group is available for immediate sale in its present condition;

• an active program to locate a buyer and other actions required to complete the sale have been initiated;

Ascent Industries Co.

Notes to Consolidated Financial Statements

• the sale of the asset or disposal group is probable and expected to be completed within one year;

• the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

• it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met.

Gains are not recognized until the date of sale.

We cease depreciation and amortization of a long-lived asset, or assets within a disposal group, upon their designation as held for sale and subsequently assess fair value less any costs to sell at each reporting period until the asset or disposal group is no longer classified as held for sale.

See Note 4 for discussion on the Company's assets held for sale.

Fair value measurements associated with long-lived asset impairments are included in Note 4 of the notes to the consolidated financial statements.

Discontinued Operations - The Company accounts for and classifies a business as a discontinued operation when the following criteria are met:

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The Company subleases portions of certain properties that are not used in its operations.

Sublease income was $ 0.4 million for 2024 and 2023, respectively.

Deferred Revenue – Deferred revenue includes advance payments and deposits from customers prior to the completion of a performance obligation.

Deferred revenue is classified as current based on our production cycle and reported on a sales order-by-sales order basis, net of revenue recognized, at the end of each reporting period.

As of December 31, 2024 , the Company's deferred revenue balance was $ 1.4 million.

Deferred revenue activity from continuing operations were as follows:

(in thousands) 2024 2023

Balance at beginning of period $ 62 $ 98

Current period advances from customers 2,303 1,395

Revenue recognized due to fulfillment of performance obligations ( 1,005 ) ( 1,431 )

Balance at end of period $ 1,360 $ 62

Ascent Industries Co.

Notes to Consolidated Financial Statements

Sublease income was $ 0.6 million and $ 0.4 million for 2025 and 2024, respectively.

Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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Shipping costs from continuing operations of approximately $ 0.5 million and $ 0.3 million in 2025 and 2024, respectively, are recorded in cost of goods sold on the consolidated statements of income (loss).

Ascent Industries Co.

Notes to Consolidated Financial Statements

Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of income (loss) as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method.

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The Company monitors the financial institutions where it invests its cash and cash equivalents as well as performs credit reviews of potential customers when extending credit to purchase and periodic reviews of existing customers to mitigate exposure and risk.

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.

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

Accounting Pronouncements Recently Adopted - In December 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.

The adoption of this standard by the Company did not have a material effect on the consolidated financial statements or footnote disclosures.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Accounting Pronouncements Not Yet Adopted - In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

The Company has five customers that accounted for approximately 51 % of revenues for 2025 and 35 % of revenues for 2024.

Accounting Pronouncements Recently Adopted - In December 2025, the Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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and income tax expense (or benefit).

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and footnote disclosures.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

The Company adopted this standard on a prospective basis and the adoption did not have a material effect on the consolidated financial statements or footnote disclosures.

In December 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.

The adoption of this standard by the Company did not have a material effect on the consolidated financial statements or footnote disclosures.

Accounting Pronouncements Not Yet Adopted - In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

The ASU requires updated disclosures, in the notes to the financial statements, of specified information about certain costs and expenses.

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Recent accounting pronouncements pending adoption not discussed in this Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company.

Discontinued Operations

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.

The strategic decision to cease manufacturing operations at Munhall 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.

As a result of this decision, during the second quarter of 2023, the Company incurred asset impairment charges of $ 6.4 million related to the write down of inventory and long-lived assets as well as $ 1.4 million in increased reserves on accounts receivable at the facility.

During the third quarter of 2023, the Company incurred additional asset impairment charges of $ 2.4 million related to the write down of inventory to net realizable value.

During the first quarter of 2024, the Company incurred additional asset impairment charges of $ 1.1 million related to the write down of the remaining long-lived assets at the facility.

During the third quarter of 2024, the Company entered into a purchase agreement to sell the remaining assets at the Munhall facility for approximately $ 2.8 million.

The Company recognized a $ 1.5 million gain on the sale in the third quarter of 2024.

See Note 4 for further discussion of the assets held for sale and related fair value measurements.

The results of operations for Munhall have been classified as discontinued operations for all periods presented.

In May of 2023, the Company was named as a defendant in a lawsuit filed in the U.S.

District Court for the Western District of Pennsylvania, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $ 0.8 million plus prejudgment interest and attorney's fees.

The Company had an estimated liability of $ 1.0 million related to the lawsuit as of December 31, 2023.

In August of 2024, the Company resolved the case through a settlement agreement and no longer has funds reserved for the matter.

In August of 2023, the Company was named as a defendant in a lawsuit filed with the Court of Common Pleas for Delaware County, Ohio, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $ 0.7 million plus prejudgment interest and attorney's fees.

In December 2024, the Company entered into mediation with the plaintiff subject to negotiation of a mutually agreeable settlement.

As such, the Company recorded an estimated liability of $ 0.4 million related to the lawsuit as of December 31, 2024.

Ascent Industries Co.

Notes to Consolidated Financial Statements

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.

Ascent and Purchaser also entered into a Transition Services Agreement (the “TSA”) and an Employee Leasing Agreement (the “ELA”) each dated December 22, 2023, pursuant to which Ascent agreed to provide certain transition services and to lease certain employees to Purchaser immediately after the closing for certain agreed upon transition periods.

The TSA and the ELA were both completed as of June 30, 2024.

As a 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 following table presents the aggregate carrying amounts of the classes of assets and liabilities of the Company's discontinued operations:

(in thousands) December 31, 2024 December 31, 2023

Carrying amounts of assets included as part of discontinued operations:

Accounts receivable, net — 778

Prepaid expenses and other current assets 46 83

Current assets classified as discontinued operations 46 861

Total assets classified as discontinued operations $ 46 $ 861

Carrying amounts of current liabilities included as part of discontinued operations:

Accounts payable $ 16 $ 107

Accrued expenses and other current liabilities 575 1,366

Total current liabilities classified as discontinued operations $ 591 $ 1,473

Total liabilities classified as discontinued operations $ 591 $ 1,473

Discontinued Operations

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.

The escrow amount is presented within "Advances and other receivables" on the consolidated balance sheets.

During the three months ended September 30, 2025, the Company and Purchaser completed the measurement period closing adjustments under the terms of the Purchase Agreement resulting in a pretax gain on sale of $ 2.5 million.

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

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

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.

The escrow amount is presented within "Advances and other receivables" on the condensed consolidated balance sheets.

The sale resulted in a pretax gain on sale of $ 4.6 million.

ASTI's results of operations are classified under discontinued operations for all periods presented.

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

The financial results of the Company's discontinued operations are presented as income from discontinued operations, net of tax on the consolidated statements of income (loss).

7 unchanged sentences

Acquisition costs and other — 242 3,421 395

Gain on sale of assets — ( 26,348 ) ( 1,541 ) ( 26,348 )

Loss (gain) on sale of assets — 228 ( 7,094 ) ( 1,313 )

Asset impairments — — — 1,115

Operating (loss) income of discontinued operations ( 1,116 ) 23,831 ( 2,372 ) 9,726

Loss on classification as held for sale — — — 83

(Loss) income from discontinued operations before income taxes ( 1,116 ) 23,831 ( 2,372 ) 9,643

Income tax (benefit) provision ( 5 ) 5,157 1 2,121

Net (loss) income from discontinued operations $ ( 1,111 ) $ 18,674 $ ( 2,373 ) $ 7,522

Income from discontinued operations before income taxes — 1,309 6,476 3,333

Income tax provision 32 2,491 25 4,354

Net income (loss) from discontinued operations $ ( 32 ) $ ( 1,182 ) $ 6,451 $ ( 1,021 )

Ascent Industries Co.

Notes to Consolidated Financial Statements

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of the Company's discontinued operations:

(in thousands) December 31, 2025 December 31, 2024

Carrying amounts of assets included as part of discontinued operations:

Cash and cash equivalents $ — $ 10

Accounts receivable, net — 11,597

Inventories — 35,236

Prepaid expenses and other current assets — 998

Current assets classified as discontinued operations — 47,841

Property, plant and equipment, net — 7,873

Right-of-use assets, operating leases, net — 85

Intangible assets, net — 3,564

Other non-current assets, net — 2,661

Long-term assets classified as discontinued operations — 14,183

Total assets classified as discontinued operations $ — $ 62,024

Carrying amounts of liabilities included as part of discontinued operations:

Accounts payable — 6,252

Deferred revenue — 1,360

Accrued expenses and other current liabilities — 2,019

Current portion of operating lease liabilities — 84

Current portion of finance lease liabilities 41

Current liabilities classified as discontinued operations — 9,756

Total liabilities classified as discontinued operations $ — $ 9,756

Revenue Recognition

Revenue is generated primarily from contracts to produce, ship and deliver steel and specialty chemical products.

The Company’s performance obligations are satisfied and revenue is recognized when control and title of the contract promised goods or services is transferred to our cus tomers for product shipped or services rendered.

Revenue is generated primarily from contracts to produce, ship and deliver specialty chemical products.

Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time.

For certain contracts under which the Company produces product with no alternative use and for which the Company has an enforceable right to payment during the production cycle, product in which the material is customer owned or in which the customer simultaneously consumes the benefits throughout the production cycle, progress toward satisfying the performance obligation is measured using an output method of units produced.

Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers).

Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is shipped to a customer at a point in time in the future.

Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue.

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Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances.

Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable.

As of December 31, 2024 , the Company's deferred revenue balance was $ 1.4 million.

See Note 1 for additional information of the Company's deferred revenue.

Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product.

The Company offers industry standard payment terms.

Ascent Industries Co.

Notes to Consolidated Financial Statements

The following table presents the Company's revenues, disaggregated by product group from continuing operations:

(in thousands) 2025 2024

Fiberglass and steel liquid storage tanks and separation equipment $ — $ 50

Stainless steel pipe and tube 97,108 109,513

Specialty chemicals 80,764 83,616

Custom Manufacturing 1

$ 52,643 $ 58,920

Core Technology 2

22,299 21,843

Net sales $ 74,942 $ 80,763

1 Custom Manufacturing includes tolling, dedicated manufacturing and other manufacturing in which the customer formulation or intellectual property is owned by the customer

2 Core technology includes product groups in which Ascent owns the right to the formulation or the intellectual property used in the manufacturing process

The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time.

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Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

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These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations.

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, earn-out liabilities, revolving line of credit, and long-term debt.

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable and revolving line of credit.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

For the fiscal year ended December 31, 2025 the Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain right-of-use assets.

For the fiscal year ended December 31, 2024, the Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets and certain assets held for sale.

Right-of-use assets

During the second quarter of 2025, the Company incurred impairment charges of $ 1.6 million related to the write down of the right-of-use asset for the Company's Master lease associated with the former Munhall facility.

Fair value was estimated by using a discounted cash flow method.

The discounted future cash flows were determined based on future sublease rental rates, future sublease market conditions and a discount rate based on the Company's incremental borrowing rate.

In the fourth

Ascent Industries Co.

Notes to Consolidated Financial Statements

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

For the fiscal year ended December 31, 2024 and 2023, the Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets, certain assets held for sale and goodwill (see Note 1 to the consolidated financial statements for additional information regarding this Level 3 fair value measurement).

quarter of 2025, the Company and its sale leaseback partner, Store, completed a lease assignment of the former Munhall facility to an unaffiliated third party and entered into Seventh Amended and Restated Master Lease agreement to reduce Ascent's rent with STORE.

As a result of the assignment and associated lease modification, the Company recognized a gain on modification of $ 1.7 million in the fourth quarter of 2025.

See Note 7 for additional information on the Company's leases.

Long-lived assets

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As a result of this decision, it was determined to be more likely than not that the assets of Munhall would be sold or otherwise disposed of significantly before the end of their previously estimated useful lives, and therefore, experienced a triggering event and were evaluated for recoverability.

Based on this evaluation, inventory at Munhall was written down to its net realizable value of $ 16.0 million and certain long-lived assets, including intangible assets, were written down to their estimated fair value of $ 2.6 million, resulting in asset impairment charges of $ 6.4 million in the second quarter of 2023.

During the third quarter of 2023, the remaining inventory at Munhall was written down to its net realizable value of $ 4.0 million resulting in asset impairment charges of $ 2.4 million in the third quarter of 2023.

During the first quarter of 2024, the Company incurred additional asset impairment charges of $ 1.1 million related to the write down of the remaining long-lived assets at the facility.

See Note 2 for further information on the Company's discontinued operations.

During the first quarter of 2024, the Company incurred asset impairment charges of $ 1.1 million related to the write down of the remaining long-lived assets at the facility.

Assets Held-for-Sale

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The Company recognized a $ 1.5 million gain on the sale in the third quarter of 2024.

The Company remains obligated under the terms of the Master Lease for the rent and other costs that may be associated with the lease of the Munhall facility through 2036.

The Company's assets classified as held for sale as are as follows:

(in thousands) December 31, 2024 December 31, 2023

Property, plant and equipment, net — 2,374

Other assets, net — 538

Assets held for sale $ — $ 2,912

Fair Value of Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, accounts payable and the Company's note payable approximated their carrying value because of the short-term nature of these instruments.

The Company's revolving line of credit and long-term debt, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximates fair value as of December 31, 2024.

The Company's revolving line of credit, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximates fair value as of December 31, 2025.

The carrying amount of cash and cash equivalents are considered Level 1 measurements.

The carrying amounts of accounts receivable, accounts payable, note payable, revolving line of credit and long-term debt are considered Level 2 measurements.

The carrying amounts of accounts receivable, accounts payable, note payable and revolving line of credit are considered Level 2 measurements.

See Note 6 for further information on the Company's debt.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Property, Plant and Equipment

14 unchanged sentences

Total depreciation $ 3,574 $ 3,884

Ascent Industries Co.

Notes to Consolidated Financial Statements

Short-term debt

3 unchanged sentences

Credit Facilities

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.

On April 4, 2025, Ascent entered into a Limited Consent, Fourth Amendment to Credit Agreement to Loan Documents with BMO Bank N.A.

under Ascent’s credit facility (the “Fourth Credit Facility Amendment”) which released the lien on the assets of BRISMET and removed BRISMET as a loan party and reduced the maximum revolving loan commitment under the credit facility from $ 60 million to $ 30 million.

On June 30, 2025, Ascent entered into a Limited Consent, Fifth Amendment to Credit Agreement to Loan Documents with BMO Bank N.A.

under Ascent’s credit facility (the “Fifth Credit Facility Amendment”) which released the lien on the assets of ASTI and removed ASTI as a loan party.

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 Sixth Credit Facility Amendment contained a consent for (a) Ascent entering into the assignment of the lease for Ascent’s former Munhall facility to a new tenant, and (b) certain organizational changes relating to an internal restructuring of Ascent’s chemical manufacturing businesses, including (i) updates to the names of Ascent’s chemical manufacturing businesses designed to provide for more consistent branding across its manufacturing locations and (ii) the formation of a new holding company named Ascent Chemicals, LLC (“Ascent Chemicals”) to own all of Ascent’s chemical manufacturing businesses.

The Sixth Credit Facility Amendment also added Ascent Chemicals as a loan party to the credit facility.

In addition, the Credit Facility Amendment provided a limited waiver of an event of default that occurred under the credit facility due to Ascent’s repurchase of shares in an aggregate amount that exceeded the threshold set forth in Section 8.06(c) of the credit facility.

The lenders under the credit facility have not accelerated any obligations of Ascent as a result of such event of default and will no longer have any such acceleration rights as a result of the limited waiver.

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.

We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement.

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The Credit Agreement also provides an unused commitment fee based on the daily used portion of the credit facility.

Pursuant to the Credit Facility Amendment, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries.

The Credit Facility Amendment 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.

The borrowing capacity under the amended credit facility totals $ 60.0 million consisting of a $ 60.0 million revolving line of credit which includes a $ 7.6 million machinery and equipment sub-limit.

The revolving line of credit interest rate was 0.35 % and 6.20 % as of December 31, 2024 and 2023, respectively.

The interest rate in 2024 consisted solely of the Company's unused commitment fee under the Credit Facility Amendment.

Pursuant to the Sixth Credit Facility Amendment, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries.

The Sixth Credit Facility Amendment 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.

The revolving line of credit interest rate was 0.35 % as of December 31, 2025 and 2024, respectively.

The interest rate in 2025 and 2024 consisted solely of the Company's unused commitment fee under the Credit Facility.

The Company had no average borrowings under the revolving line of credit during 2025 or 2024.

The Company made interest payments on all credit facilities of $ 0.2 million and $ 0.3 million in 2025 and 2024, respectively.

The Company had no debt outstanding under its credit facilities as of December 31, 2025 and 2024.

As of December 31, 2025, the Company had $ 11.4 million of remaining availability under its credit facility.

Ascent Industries Co.

Notes to Consolidated Financial Statements

had no average borrowings under the revolving line of credit during 2024.

The Company had $ 55.6 million of average borrowings under the revolving line of credit with a weighted average interest rate of 7.22 % in 2023.

The Company made interest payments on all credit facilities of $ 0.3 million and 4.0 million in 2024 and 2023, respectively.

As of December 31, 2024, the Company has no principal payments outstanding on long-term debt.

As of December 31, 2024, the Company had $ 47.4 million of remaining availability under it credit facility.

The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment.

5 unchanged sentences

As such, the Company recognized an increase in the right-of-use asset and operating lease liability related to the Fourth Master Lease of $ 1.3 million and recognized a gain on the modification of $ 0.1 million, which is reported within operating expenses on the consolidated statements of income (loss).

On April 4, 2025, Ascent and Store entered into a Fifth Amended and Restated Master Lease Agreement (the "Fifth Master Lease") to remove the BRISMET facility and reduce the Company's rent pursuant to the Fourth Amended and Restated Master Lease Agreement between the parties dated August 28, 2024.

The Fifth Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract.

Upon modification of the Fifth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification.

As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Fifth Master Lease of $ 6.5 million and $ 7.0 million, respectively, and recognized a gain on the modification of $ 0.5 million, which is reported within operating expenses on the consolidated statements of income (loss).

On June 30, 2025, Ascent and Store entered into a Sixth Amended and Restated Master Lease Agreement (the "Sixth Master Lease") to remove the ASTI facility and reduce the Company's rent pursuant to the Fifth Amended and Restated Master Lease Agreement between the parties dated April 4, 2025.

The Sixth Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract.

Upon modification of the Sixth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification.

As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Fifth Master Lease of $ 4.0 million.

See Note 2 for additional information on the Company's divestitures of BRISMET and ASTI.

In the fourth quarter of 2025, the Company and Store completed a lease assignment of the former Munhall facility to a unaffiliated third party.

As a result, on November 14, 2025, Ascent and Store entered into a Seventh Amended and Restated Master Lease Agreement (the "Seventh Master Lease") to remove the former Munhall facility and reduce the Company's rent pursuant to the Sixth Amended and Restated Master Lease Agreement between the parties dated June 30, 2025.

The Seventh Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract.

Upon modification of the Sixth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification.

As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Seventh Master Lease of $ 5.5 million and $ 7.2 million, respectively, resulting in a gain on modification of $ 1.7 million in the fourth quarter of 2025.

As of December 31, 2025, operating lease liabilities related to the master lease agreement with Store Capital totaled $ 11.7 million, or 88 % of the total lease liabilities on the consolidated balance sheet.

During the year ended December 31, 2024, the Company entered into new operating lease agreements resulting in an additional $ 0.5 million of right-of-use assets and lease liabilities.

During the year ended December 31, 2025, the Company entered into new finance lease agreements resulting in an additional $ 0.3 million of finance lease assets and lease liabilities.

The Company did not enter into any new operating lease agreements for the year ended December 31, 2025.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Balance Sheet Presentation

8 unchanged sentences

Non-current liabilities Non-current portion of lease liabilities, finance leases $ 808 $ 1,015

Ascent Industries Co.

Notes to Consolidated Financial Statements

Total Lease Cost

24 unchanged sentences

Total lease liabilities $ 12,208 $ 1,138

Ascent Industries Co.

Notes to Consolidated Financial Statements

Lease Term and Discount Rate

11 unchanged sentences

The sublessee is responsible for taxes and all operating expenses related to the subleased space

Ascent Industries Co.

Notes to Consolidated Financial Statements

The Company also currently subleases the former Palmer facility and records cash receipts related to the subleases in other expense (income) on the consolidated statements of income (loss).

Sublease payments fully offset the amounts the Company incurs in the Master Lease related to sublet facilities.

Sublease payments offset the amounts the Company incurs in the Master Lease related to sublet facilities.

Future expected cash receipts from the Company's subleases as of December 31, 2025 are as follows:

6 unchanged sentences

Salaries, wages, and commissions $ 2,934 $ 1,636

Income taxes 115 —

Taxes, other than income taxes 988 350

1 unchanged sentence

Professional fees 127 303

Warranty reserve 15 4

Benefit plans 10 17

Customer rebate liability 176 243

Waste disposal 355 —

Other accrued items 476 328

Total accrued expenses $ 5,389 $ 3,598

Ascent Industries Co.

Notes to Consolidated Financial Statements

Shareholders' Equity

3 unchanged sentences

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.

See Note 16 for additional information.

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.

1 unchanged sentence

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, 2024, the Company had 435,608 shares of its previous share repurchase authorization remaining.

Ascent Industries Co.

Notes to Consolidated Financial Statements

As of December 31, 2025, the Company had 1,998,504 shares of its 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

1 unchanged sentence

$ 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

7 unchanged sentences

The Company recognized share-based compensation expense within SG&A expense on the consolidated statements of income (loss) of $ 1.3 million and $ 0.8 million in 2025 and 2024, respectively.

Total unrecognized share-based payment expense for all share-based payment plans was $ 0.3 million at December 31, 2024, of which $ 0.2 million is expected to be recognized in 2025 and $ 0.1 million in 2026.

Total unrecognized share-based payment expense for all share-based payment plans was $ 1.0 million at December 31, 2025, of which $ 0.6 million is expected to be recognized in 2026 and $ 0.4 million thereafter.

This results in these amounts being recognized over a weighted-average period of 2.34 years.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Stock Options

17 unchanged sentences

Exercisable options $ 13.00 42,667 4.1 $ 136,321

Ascent Industries Co.

Notes to Consolidated Financial Statements

Restricted Stock Awards

Restricted stock awards are valued based on the average of the high and low common stock price on the day prior to the date of grant.

In general, these awards vest in either 20 % or 33 % increments annually on a cumulative basis, beginning one year after the date of grant.

Certain of these awards vest 100 % at the end of a three-year period from the date of grant.

In general, these awards vest in 33 % increments annually on a cumulative basis, beginning one year after the date of grant.

In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award.

9 unchanged sentences

Vested ( 11,590 ) 9.98

Forfeited ( 20,819 ) 9.01

Nonvested at December 31, 2025 87,723 $ 10.68

Performance Stock Units

The Company issues performance stock units classified as equity awards which contain market conditions that must be satisfied for an employee to earn the right to benefit from the award.

Performance stock units vest upon the achievement of specific thirty-day volume-weighted average price targets of a share of the Company's common stock over a period of three years .

The Company issues performance stock units classified as equity awards.

In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award.

1 unchanged sentence

An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable.

The performance stock units are divided into tranches, each one vesting on the date the thirty-day volume-weighted average price of the Company's common stock `meets or exceeds the price target as set forth in the table below:

Ascent Industries Co.

Notes to Consolidated Financial Statements

The Company issues performance stock units which contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award.

Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of the change.

Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed.

The performance condition for these awards is based on the achievement of specified Adjusted EBITDA targets.

In general, 0 % to 150 % of the Company’s performance share units vest at the end of a specified service period from the date of grant based upon achievement of the performance condition, with both the service period and performance condition specified in the performance share unit agreement.

Transactions related to performance share units which have a performance and service condition for the year ended December 31, 2025 are as follows:

Shares Weighted Average

Grant Date Fair Value

Nonvested at December 31, 2024 — $ —

Granted 69,541 12.44

Nonvested at December 31, 2025 69,541 $ 12.44

The weighted-average grant-date price per unit of performance stock units granted with a performance and service condition was $ 12.44 in 2025.

The Company did not grant performance stock units granted with a performance and service condition in 2024.

The Company also issues performance stock units which contain market conditions that must be satisfied for an employee to earn the right to benefit from the award.

Performance stock units vest upon the achievement of specific thirty-day volume-weighted average price targets of a share of the Company's common stock over a period of three years .

The performance stock units are divided into tranches, each one vesting on the date the thirty-day volume-weighted average price of the Company's common stock meets or exceeds the price target are summarized in the table below:

Shares Volume Weighted Average Price Target

1 unchanged sentence

Tranche II 11,588 19.00

Tranche III 11,588 19.00

Tranche IV 50,000 25.00

Tranche V 40,000 27.50

Tranche VI 30,000 30.00

Tranche VII 30,000 $ 35.00

The fair value of the performance stock units granted with a market performance condition are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market performance condition determined on the date of grant.

2 unchanged sentences

The weighted average period over which the performance stock units compensation expense is expected to be recognized is 2.27 years.

Ascent Industries Co.

Notes to Consolidated Financial Statements

The weighted-average grant-date fair value per unit of performance stock units granted was $ 2.61 and $ 0.64 in 2024 and 2023, respectively.

There were no performance stock units vesting in 2024 and 2023.

Transactions related to performance stock units for the year ended December 31, 2024 were as follows:

Transactions related to performance stock units which have a market condition for the year ended December 31, 2025 are as follows:

Units Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2024 184,767 $ 3.49

Granted 20,061 2.61

Vested ( 11,590 ) 2.64

Forfeited ( 150,000 ) 3.64

Outstanding at December 31, 2025 23,177 $ 2.94

Inducement Awards

The Company has previously granted stock-based awards to incoming executive officers as incentives to enter into an at-will employment agreement with the Company.

These inducement awards were approved by the Compensation Committee of the Board of Directors and did not require shareholder approval in accordance with NASDAQ Rule 5635(c)(4).

In accordance with the rule, the only persons eligible to receive incentive awards are individuals not previously an employee or director of the Company.

In general, 50 % of the inducement awards vest based on the achievement of thirty-day volume weighted average price targets of a Company share of stock and 50 % vest on the third anniversary of the grant date.

The fair value of the market based portion of inducement awards are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market condition determined on the date of grant.

The fair value of the time based portion of inducement awards are determined based on the average of the high and low common stock price on the day prior to the date of grant.

Transactions related to inducement stock awards as of December 31, 2024 were as follows:

Units Weighted-Average Grant Date Fair Value

Outstanding December 31, 2023 4,902 $ 10.21

Vested ( 4,902 ) 2.61

Forfeited/Canceled — $ —

Outstanding December 31, 2024 — $ —

The Company has no outstanding inducement awards as of December 31, 2024.

Ascent Industries Co.

Notes to Consolidated Financial Statements

The Company did not grant performance stock units with a market condition in 2025.

The weighted-average grant-date fair value per unit of performance stock units granted with a market condition was $ 2.61 in 2024.

There were 11,590 shares of performance stock units with a market condition vested in 2025.

There were no performance stock units with a market condition vested in 2024.

Non-Employee Director Compensation Plan

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The weighted average period over which the non-employee director award compensation expense is expected to be recognized is 0.48 years.

As discussed in Note 1 , in December 2023, the FASB issued ASU 2023-09, which established new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation while also further disaggregating income taxes paid.

In the fourth quarter of 2025, the company adopted ASU 2023-09.

On July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.

The OBBBA includes several significant changes in the U.S.

tax law, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for specific business provisions, including domestic research cost expensing and the business interest expense limitation.

This legislation was enacted during the third quarter of 2025 and at this time, the Company does not expect the effects of this legislation to have a material impact on its financial results.

The Company's loss from continuing operations before income taxes is domestic-sourced only, and was as follows for the periods presented:

(in thousands) 2025 2024

Loss from continuing operations before income taxes $ ( 5,562 ) $ ( 10,771 )

The Company's income tax expense from continuing operations consisted of the following:

(in thousands) 2025 2024

Current income taxes:

Federal $ ( 26 ) $ ( 39 )

State 134 ( 144 )

Total current income taxes 108 ( 183 )

Deferred tax expense:

Federal ( 98 ) 1,653

Total deferred income taxes ( 86 ) 1,989

Income tax expense $ 22 $ 1,806

Ascent Industries Co.

Notes to Consolidated Financial Statements

The reconciliation of the statutory federal income tax rate to the effective tax rate for the current year in comparison of prior year in accordance with the adoption of ASU 2023-09 is as follows:

(in thousands) 2025 2024

Amount % Amount %

statutory rates $ ( 1,168 ) 21.0 % $ ( 2,262 ) 21.0 %

State income taxes, net of federal tax benefit 1

340 ( 6.1 ) % ( 7 ) 0.1 %

State valuation allowance ( 225 ) 4.0 % 158 ( 1.5 ) %

Federal valuation allowance 966 ( 17.3 ) % 4,095 ( 38.0 ) %

Stock option compensation 104 ( 1.9 ) % 37 ( 0.3 ) %

Other nondeductible expenses 5 ( 0.1 ) % ( 12 ) 0.1 %

Other, net — — % ( 203 ) 1.8 %

Total $ 22 ( 0.4 ) % $ 1,806 ( 16.8 ) %

1 The state that contributes the majority (greater than 50%) of the tax effect in this category is South Carolina..

A summary of total income taxes paid (net of refunds), in accordance with the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:

(in thousands) 2025

Federal $ ( 20 )

State total $ ( 73 )

Income taxes paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions:

(in thousands) 2025

South Carolina 12

Illinois ( 143 )

Virginia ( 17 )

Ascent Industries Co.

Notes to Consolidated Financial Statements

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax assets and liabilities from continuing operations are as follows at the respective year ends:

The components of the Company's deferred tax assets and liabilities from continuing operations are as follows at the respective year ends:

(in thousands) 2025 2024

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Deferred income taxes, net $ ( 241 ) $ ( 320 )

Significant components of the provision for income taxes are as follows:

(in thousands) 2024 2023

Federal $ ( 42 ) $ ( 561 )

Total current 27 ( 370 )

Federal 5,552 ( 5,965 )

State 580 ( 589 )

Total deferred 6,132 ( 6,554 )

Total $ 6,159 $ ( 6,924 )

Ascent Industries Co.

Notes to Consolidated Financial Statements

The reconciliation of income tax computed at the U.

federal statutory tax rates to income tax expense is:

(in thousands) 2024 2023

Amount % Amount %

statutory rates $ ( 1,064 ) 21.0 % $ ( 8,616 ) 21.0 %

State income taxes, net of federal tax benefit

112 ( 2.2 ) % ( 585 ) 1.4 %

State valuation allowance 400 ( 7.9 ) % 270 ( 0.7 ) %

Federal valuation allowance 6,539 ( 129.2 ) % — — %

Stock option compensation 37 ( 0.7 ) % 87 ( 0.2 ) %

Other nondeductible expenses ( 5 ) 0.1 % 33 ( 0.1 ) %

Goodwill impairment — — % 2,049 ( 5.0 ) %

Other, net 140 ( 2.7 ) % ( 162 ) 0.5 %

Total $ 6,159 ( 121.6 ) % $ ( 6,924 ) 16.9 %

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 adjustments to the valuation allowance in the period and increases in stock 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.

The Company made no income tax payments in 2024 and $ 0.9 million in 2023, respectively.

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.

The Company made no income tax payments in 2025 or 2024.

The Company has $ 27.7 million of U.S.

Federal net operating loss carryforwards and $ 6.2 million of interest limitation carryforwards at the end of 2025 compared to $ 19.4 million of U.S.

Federal net operating loss carryforwards and $ 6.6 million interest limitation carryforwards at the end of 2023.

Federal net operating loss carryforwards and $ 7.1 million of interest limitation carryforwards at the end of 2024.

During the period, the Company determined that these carryforwards are unrealizable and not more likely than not to be utilized in future periods.

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In addition, on a gross basis the Company had state net operating loss carryforwards of $ 41.8 million and $ 46.2 million at the end of 2025 and 2024, respectively.

As of the end of 2024, the Company had recognized a state valuation allowance of $ 2.0 million.

This represents a $ 0.4 million increase year-over-year primarily driven by losses in jurisdictions for which we believe it is not more likely than not to be utilized in future periods.

As of the end of 2025, the Company had recognized a state valuation allowance of $ 1.8 million, representing approximately a $ 0.3 million decrease year-over-year primarily driven by net operating loss carryforward expiration in jurisdictions for which we believe it is not more likely than not to be utilized in future periods.

The majority of these losses will expire between the years of 2026 and 2044, while certain losses are not subject to expiration.

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Notes to Consolidated Financial Statements

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share:

(in thousands, except per share data) 2025 2024

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

Net (loss) income from discontinued operations ( 2,373 ) 7,522

Net loss ( 13,598 ) ( 26,629 )

Net income (loss) from discontinued operations 6,451 ( 1,021 )

Net income (loss) $ 867 $ ( 13,598 )

Weighted average common shares outstanding 9,643 10,106

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Diluted $ ( 0.58 ) $ ( 1.24 )

Net (loss) income per share from discontinued operations:

Net income (loss) per share from discontinued operations:

Basic $ 0.67 $ ( 0.11 )

Diluted $ 0.67 $ ( 0.11 )

Net loss per share:

Net income (loss) per share:

Basic $ 0.09 $ ( 1.35 )

Diluted $ 0.09 $ ( 1.35 )

The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect.

The diluted earnings (loss) per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect.

The Company's dilutive securities have been excluded from the computation of diluted net loss share.

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Ascent Industries Co.

has two reportable segments:

Specialty Chemicals and Tubular Products.

The Specialty Chemicals segment includes the operating results of the Company’s plants involved in the production of specialty chemicals.

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 includes the operating results of the Company’s plants involved in the production of stainless steel pipe and tube.

The Tubular Products segment serves markets through pipe and tube 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.

has one reportable segment:

Specialty Chemicals.

The Specialty Chemicals segment includes the operating results of the Company’s plants involved in the production of specialty chemicals and 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 chief executive officer, who is also the chief operating decision maker (CODM), evaluates performance and determines resource allocations based on a number of factors, the primary measures being gross margin and segment net income (loss).

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Notes to Consolidated Financial Statements

The following tables summarizes certain information regarding segments of the Company's continuing operations:

The following tables summarize certain information regarding segments of the Company's continuing operations:

Year Ended December 31, 2025

(in thousands) Specialty Chemicals Tubular Products Corporate & Other 1

Total Continuing Operations

(in thousands) Specialty Chemicals Corporate & Other 1

Continuing Operations

Net sales $ 74,942 $ — $ 74,942

2 unchanged sentences

20,350 — 20,350

Depreciation 3,312 — 3,312

Gross profit 17,212 — 17,212

Research and development — 71 71

Selling, general and administrative expense 3

12,590 10,371 22,961

Interest expense, net 75 1 342 418

Depreciation & amortization 779 353 1,132

Acquisition costs and other 92 639 731

Asset impairments — 1,622 1,622

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

Interest (income) expense, net 52 ( 764 ) ( 712 )

Income taxes — 22 22

Other expense (income) 476 29 ( 329 ) 176

Other (income) expense, net ( 1 ) ( 752 ) ( 753 )

Net income (loss) $ 3,700 $ ( 9,284 ) $ ( 5,584 )

3 unchanged sentences

United States $ 70,495 $ — $ 70,495

International $ 5,199 $ 1,844 — $ 7,043

Mexico 1,186 — 1,186

Canada 785 — 785

Honduras 711 — 711

Colombia 627 — 627

The Netherlands 597 — 597

Costa Rica 266 — 266

Japan 90 — 90

Guatemala 53 — 53

Singapore 44 — 44

Bahamas 37 — 37

Taiwan 31 — 31

Thailand $ 20 $ — $ 20

1 Other includes corporate overhead expenses and ongoing expenses for properties under the Master Lease not assigned to a segment in which the Company is the responsible party.

2 Cost of good sold - other includes manufacturing labor and overhead expenses, repair and maintenance expense, shipping expense, scrap and shrinkage expense, and other operational manufacturing overhead expenses.

3 Selling, general and administrative expenses include sales and administrative salaries, wages and benefits and overhead expenses, professional fees, corporate overhead allocation expense and other administrative overhead expenses.

4 Geographic sales are attributed to countries based on the location of the customer.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Year Ended December 31, 2024

(in thousands) Specialty Chemicals Tubular Products Corporate & Other 1

Total Continuing Operations

(in thousands) Specialty Chemicals Corporate & Other 1

Continuing Operations

Net sales $ 80,763 $ — $ 80,763

2 unchanged sentences

25,040 485 25,525

Depreciation 3,631 12 3,643

Gross profit 11,189 ( 497 ) 10,692

1 unchanged sentence

8,672 11,185 19,857

Goodwill impairment 11,389 — — 11,389

Depreciation & amortization 874 168 1,042

Acquisition costs and other 476 186 662

Gain on lease modification — ( 67 ) ( 67 )

Interest expense, net 75 342 417

Income taxes — 1,806 1,806

Other expense (income) — ( 1 ) 263 262

Net loss ( 12,619 ) ( 11,211 ) ( 10,321 ) ( 34,151 )

Other (income) expense, net ( 1 ) ( 447 ) ( 448 )

Net income (loss) $ 1,093 $ ( 13,670 ) $ ( 12,577 )

Identifiable assets $ 38,928 $ 46,298 $ 85,226

2 unchanged sentences

United States $ 75,564 $ — $ 75,564

International $ 4,118 $ 820 $ — $ 4,938

1 All Other includes corporate overhead expenses and ongoing expenses for properties under the Master Lease not assigned to a segment in which the Company is the responsible party.

2 Cost of good sold - other includes manufacturing labor and overhead expenses, depreciation expense, repair and maintenance expense, shipping expense, scrap and shrinkage expense, and other operational manufacturing overhead expenses.

3 Selling, general and administrative expenses include sales and administrative salaries, wages and benefits and overhead expenses, professional fees, depreciation and amortization expense, corporate overhead allocation expense and other administrative overhead expenses.

Ascent Industries Co.

Notes to Consolidated Financial Statements

Mexico 1,880 — 1,880

Canada 1,750 — 1,750

Honduras 1,212 — 1,212

Costa Rica 194 — 194

Argentina 47 — 47

Singapore 44 — 44

Taiwan 30 — 30

Guatemala 22 — 22

Brazil 11 — 11

Other $ 9 $ — $ 9

1 Other includes corporate overhead expenses and ongoing expenses for properties under the Master Lease not assigned to a segment in which the Company is the responsible party.

4 Geographic sales are attributed to countries based on the location of the customer.

Benefit Plans and Collective Bargaining Agreements

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Contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions.

The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors.

The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined

Ascent Industries Co.

Notes to Consolidated Financial Statements

each year by the Board of Directors.

For 2025 and 2024 the maximum was 100 % of employee contributions up to a maximum of 4 % of their eligible compensation.

The matching contribution is applied to the employee accounts after each payroll.

Matching contributions of approximately $ 1.0 million were made for 2024 and 2023.

Matching contributions of approximately $ 0.6 million and $ 1.0 million were made for 2025 and 2024, respectively.

The Company may also make a discretionary contribution, which if made, would be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan.

No discretionary contributions were made to the 401(k)/ESOP Plan in 2025 or 2024.

The Company has a 401(k) and Profit Sharing Plan (the "Bristol Plan") covering all employees as part of the United Steel Workers of America, Local Union 4586 Collective Bargaining Agreement (the "Brist ol CBA").

Employees can contribute to the Bristol Plan up to 60 % of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $ 23,000 for 2024.

Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional 7,500 per year for a maximum of 30,500 for 2024.

During 2024 and 2023 , the Company contributed 4 % of a participant's eligible compensation regardless of whether the participants contribute to the Bristol Plan.

The Company's contributions were $ 0.3 million for both 2024 and 2023.

Additional profit sharing amounts may also be contributed at the option of the Company's Board of Directors, which if made, would be allocated to participants based on the ratio of the participant's compensation to the total compensation of all participants eligible to participate in the Bristol Plan.

No discretionary contributions were made to the Bristol Plan in 2024 or 2023.

The Company also maintains a Collective Bargaining Agreement (the "Virginia CBA") with the United Food and Commercial Workers, Local Union 400 (the "Virginia Union"), which represents employees at the Virginia facility and is required to make additional quarterly contributions for hourly employees who had a hire date prior to June 1, 2013.

1 unchanged sentence

Commitments and Contingencies

From time to time, we may become involved in various legal proceedings which arise from the normal course of business activities.

Outside of the legal proceedings discussed in Note 2 related to the Munhall closure, we are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition.

In December 2024, the Company entered into mediation with the plaintiff subject to negotiation of a mutually agreeable settlement.

The Company had an estimated liability of $ 0.4 million related to the lawsuit as of December 31, 2024.

In January of 2025, the Company resolved the case through a settlement agreement and no longer has funds reserved for the matter.

In addition, from time to time, we are involved in various legal proceedings arising from the normal course of business activities.

We are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition.

Defending such proceedings is costly and can impose a significant burden on management and employees.

1 unchanged sentence

Subsequent Events

On February 17, 2025, the Board of Directors authorized a new share repurchase program.

The previous share repurchase program had a term of 24 months and terminated on February 17, 2025.

The new share repurchase program allows for repurchase of up to 1.0 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, if any, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data