What changed in this filing

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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-04 · 61 added, 31 removed, 180 unchanged (34% of the section changed)

17 unchanged sentences

A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), 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.

We previously identified material weaknesses in our internal control over financial reporting and based upon the continued IT general control ineffectiveness, we have been unable to assess for remediation as of December 31, 2024:

• 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.

As a result, IT application controls and business process controls that are dependent on the ineffective IT general controls, or that rely on data produced from systems impacted by the ineffective IT general controls, are also deemed ineffective, which affects substantially all financial statement account balances and disclosures within the Company.

• Inventory - Management did not appropriately 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.

Additionally, management did not design and maintain effective controls over the review of journal entries.

• Complex Accounting - Management did not design and maintain management review controls at a sufficient level of precision around complex accounting areas such as income taxes.

Management identified a material weakness in its internal control over financial reporting related to IT general controls, specifically pertaining to reliance on a third-party service organization that supports an in-scope system critical to the Company’s financial reporting processes.

We were notified by the third-party service organization that they would not be issuing a Service Organization Controls Report (SOC 1 report) attesting to the vendor’s internal controls.

Although we gained an understanding of the control environment and changes that were made to the system by the service organization, we were not able to execute this monitoring control at the level of precision required to validate the completeness and accuracy of information received from this service organization.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we previously identified material weaknesses in our internal control over financial reporting, specifically in the areas of inventory, revenue recognition, period-end financial reporting, including journal entries, reconciliations, and account analyses and complex accounting, such as income taxes.

With respect to the revenue recognition material weakness, we implemented and operated additional controls supporting the completeness and accuracy of the data used to process revenue transactions, and we further enhanced the control attributes supporting the execution of existing management review controls.

With this sustained effort, we were able to remediate this material weakness as of December 31, 2025.

With respect to the previously identified material weaknesses specifically in the areas of inventory, period-end financial reporting, including journal entries, reconciliations, and account analyses and complex accounting, such as income taxes, based upon the continued IT general control ineffectiveness, we have been unable to conclude that these areas are remediated as of December 31, 2025.

While there were no material misstatements in 2025, these material weaknesses, individually or in the aggregate, could result in misstatements of accounts or disclosures in the consolidated financial statements that would not be prevented or detected on a timely basis.

1 unchanged sentence

Remediation Efforts and Management’s Plan to Remediate the Remaining Material Weakness

The aforementioned material weaknesses were first identified in 2021 and 2022 and while the Company has significantly improved its internal control over financial reporting, the material weaknesses remain un-remediated as of December 31, 2024 due to the continued IT general control ineffectiveness.

The aforementioned material weaknesses were first identified in 2021 and 2022 and while the Company has significantly improved its internal control over financial reporting, certain material weaknesses remain un-remediated as of December 31, 2025 due to the continued IT general control ineffectiveness.

During the year ended December 31, 2025, management, with oversight from the Company's Audit Committee, continued executing a detailed plan for remediation which includes:

• Enhancing corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility and accountability as well as maintaining a sufficient number of qualified resources in key personnel areas over the performance and maintenance of the Company's control environment.

• Engaging an external advisor to assist with enhancing, designing, and implementing general information technology controls, including user access provisioning, cyber-security, and segregation of duties.

• Actively working with the third-party service organization to issue a SOC 1 report in fiscal 2026 to obtain the necessary assurance.

In addition, we are enhancing our monitoring controls and documentation to continue to strengthen our overall control environment.

• Maintaining corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility and accountability as well as maintaining a sufficient number of qualified resources in key personnel areas over the performance and maintenance of the Company's control environment.

• Continuing to engage an external advisor to assist with enhancing, designing, and implementing general information technology controls, including user access provisioning, cyber-security, and segregation of duties.

• Formalizing information technology policies and procedures to ensure that they are current and comprehensive and support the timely execution of information technology processes and control procedures.

• Enhancing review controls for inventory, revenue accounting, financial close processes and complex accounting to ensure accurate reporting and timely disclosures and ensuring evidence is appropriately retained.

• Improving and maintaining effective controls for communicating and sharing information between the operations, accounting, information technology, sales, finance and legal departments to ensure that the accounting department is consistently provided with complete and adequate support, documentation and information, and that matters are resolved in a timely and effective manner.

• Maintaining review controls for inventory, financial close processes and complex accounting to ensure accurate reporting and timely disclosures and ensuring evidence is appropriately retained.

• Maintaining effective controls for communicating and sharing information between the operations, accounting, information technology, sales, finance and legal departments to ensure that the accounting department is consistently provided with complete and adequate support, documentation and information, and that matters are resolved in a timely and effective manner.

The Company's remediation efforts will continue throughout 2026.

6 unchanged sentences

Other than the material weaknesses described above, there were no changes in the Company’s internal controls over financial reporting during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to have a materially affect, on our internal control over financial reporting.

Moss Adams, LLP, our independent registered public accounting firm, has issued their report on our internal control over financial reporting as of December 31, 2024, which is included in Item 8 under the heading “Report of Independent Registered Public Accounting Firm."

Baker Tilly US, LLP, our independent registered public accounting firm, has issued their report on our internal control over financial reporting as of December 31, 2025, which is included in Item 8 under the heading “Report of Independent Registered Public Accounting Firm."

Other Information

7 unchanged sentences

Code of Conduct.

The Company's Board of Directors has adopted a Code of Conduct that applies to the Company's Chief Executive Officer, Chief Financial Officer and corporate and divisional controllers.

The Company's Board of Directors has formally adopted a Code of Conduct that applies to all of our employees, officers and directors.

The Code of Conduct is available on the Company's website at www.ascentco.com .

16 unchanged sentences

In accordance with General Instruction G(3), information called for by Part III, Item 12, is incorporated by reference from the information appearing under the caption "Beneficial Owners of More Than Five Percent of the Company's Common Stock" and "Security Ownership of Certain Beneficial Owners and Management" in the definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Equity Compensation Plan Information.

The following table sets forth aggregated information as of December 31, 2025 about all of the Company's equity compensation plans.

20 unchanged sentences

In accordance with General Instruction G(3), information called for by Part III, Item 14, is incorporated by reference from the information appearing under the caption "Independent Registered Public Accounting Firm - Fees Paid to Independent Registered Public Accounting Firm" and "– Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" in the definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts

(in thousands) Balance at Beginning of Period Charged to (Reduction of) Cost and Expenses Deductions Balance at End of Period

Year ended December 31, 2025

Deducted from asset account:

Inventory reserves $ 1,160 $ ( 64 ) $ — $ 1,096

Year ended December 31, 2024

Deducted from asset account:

Inventory reserves $ 2,052 $ ( 892 ) $ — $ 1,160

Exhibits and Financial Statement Schedules

15 unchanged sentences

See "Exhibit Index"

Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts

(in thousands) Balance at Beginning of Period Charged to (Reduction of) Cost and Expenses Deductions Balance at End of Period

Year ended December 31, 2024

Deducted from asset account:

Inventory reserves $ 6,119 $ ( 163 ) $ ( 167 ) $ 5,789

Year ended December 31, 2023

Deducted from asset account:

Inventory reserves $ 2,970 $ 3,318 $ ( 169 ) $ 6,119

Incorporated by Reference

7 unchanged sentences

8-K 001-05200 2.1 December 29, 2023

Asset Purchase Agreement by and among Bristol Pipe and Tube, Inc., Bristol Metals, LLC., Synalloy Metals, Inc.

as the sole shareholder of Bristol Metals, LLC.

and Ascent Industries Co.

dated as of March 12, 2025 †

8-K 001-05200 2.1 March 13, 2025

Asset Purchase Agreement by and among First Tube, LLC., American Stainless Tubing, LLC., and Ascent Industries Co.

dated as of June 23, 2025 †

8-K 001-05200 2.1 June 25, 2025

Amended and Restated Certificate of Incorporation of Registrant

1 unchanged sentence

Amended and Restated Bylaws of Registrant

8-K 001-05200 3.2 August 10, 2022

8-K 001-05200 3.1 April 8, 2025

Description of Common Stock

14 unchanged sentences

8-K 001-05200 10.1 November 12, 2024

Limited Consent, Fourth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A.

and the other lenders party thereto as of April 4, 2025 †

8-K 001-05200 10.2 April 8, 2025

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

Limited Consent, Fifth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A.

and the other lenders party thereto as of June 30, 2025 †

8-K 001-05200 10.1 July 2, 2025

Limited Waiver, Consent and Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A.

and the other lenders party thereto as of December 10, 2025 †

8-K 001-05200 10.1 December 15, 2025

Offer Letter from the Company to J.

8 unchanged sentences

10-Q 001-05200 10.1 November 9, 2020

Incorporated by Reference

Exhibit Number Exhibit Description

Form File No.

Exhibit Filing Date

Fourth Amended and Restated Master Lease Agreement, dated August 28, 2024, between Registrant and Store Master Funding XII, LLC

10-Q 001-05200 10.1 November 12, 2024

Fifth Amended and Restated Master Lease Agreement dated April 4, 2025 between Registrant and Store Master Funding XII, LLC

8-K 001-05200 10.3 April 8, 2025

Sixth Amended and Restated Master Lease Agreement dated June 30, 2025 between Registrant and Store Master Funding XII, LLC

8-K 001-05200 10.2 July 2, 2025

Seventh Amended and Restated Master Lease Agreement dated November 14, 2025 between Registrant and Store Master Funding, XII, LLC

8-K 001-05200 10.1 November 17, 2025

Transition Services Agreement between Bristol Pipe and Tube, Inc.

and Ascent Industries Co.

dated as of March 12.

8-K 001-05200 10.1 March 13, 2025

Insider Trading Policy

Subsidiaries of the Registrant

Consent of Moss Adams LLP, independent registered public accounting firm

Consent of Baker Tilly US, LLP, independent registered public accounting firm

Incorporated by Reference

Exhibit Number Exhibit Description

Form File No.

Exhibit Filing Date

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

40 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures