What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-16 compared with 2025-03-31 · 194 added, 153 removed, 237 unchanged (59% of the section changed)

6 unchanged sentences

The payment of cash dividends by us is dependent upon our existing cash and cash equivalents, future earnings, capital requirements, and overall financial condition.

We declared and paid regular cash dividends for 2024 and 2023, and we have also declared dividends for 2025.

While we anticipate similar regular cash dividends after 2025, no assurances can be given that we will declare or pay dividends for years after 2025.

Additionally, we paid a special cash dividend of $2.50 per share on our common stock on April 9, 2024, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on March 26, 2024.

We declared and paid regular cash dividends for 2025 and 2024, and we have also declared dividends for the first quarter of 2026.

No assurances can be given that we will declare or pay dividends for periods after the first quarter of 2026.

Securities Authorized for Issuance Under Equity Compensation Plan

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Following is additional information regarding the incentive plans as of December 31, 2025.

Number of securities

Weighted-average

Number of securities

to be issued upon

exercise price of

remaining available for future

outstanding options,

issuance under equity

outstanding units, options,

warrants and rights

compensation plans (excluding

warrants and rights

(excluding RSUs

securities reflected in column (a))

Plan Category

reflected in column (a))

Number of securities to be issued upon exercise of outstanding units, options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs reflected in column (a))

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

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We did not sell any of our securities within the period covered by this report in transactions that were not registered under the Securities Act.

Purchase of Securities by Us

During 2024, neither we, nor anyone acting on our behalf, purchased any shares of our common stock, which is the only class of our equity securities that is registered pursuant to Section 12 of the Exchange Act.

On March 12, 2024, the Company’s board of directors authorized the repurchase of up to $25.0 million of Company common stock through a stock repurchase program expiring March 12, 2026.

The program could be suspended or discontinued at any time, based on market, economic, or business conditions.

The timing and amount of repurchase transactions will be determined by management based on its evaluation of market conditions, share price, and other factors.

Share Repurchase Program

The Company’s common stock is its only class of equity securities registered under Section 12 of the Exchange Act.

During the fiscal year ended December 31, 2025, neither the Company nor any affiliated purchasers acquired any shares of our common stock.

Our Board of Directors has established a strategic framework for capital returns through a formal stock repurchase program:

Original Authorization:

On March 12, 2024, the Board authorized the repurchase of up to $25.0 million of Company common stock, originally set to expire in March 2026.

Program Extension:

On December 10, 2025, the Company announced a 24-month extension of this $25.0 million authorization.

The program is now scheduled to expire on March 31, 2028.

The execution of the repurchase program remains at the discretion of management.

The timing and volume of any future transactions will be based on ongoing evaluations of:

prevailing market and economic conditions;

current share price performance;

alternative capital allocation priorities.

The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time without prior notice.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements, including the Notes thereto, set forth herein.

Further, for additional discussion of our results for 2024, compared to 2023, please see “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, which discussion is incorporated herein by reference and which is available through the SEC’s official website at www.sec.gov and through the “Investors” section of the Company’s website (https://futurefuel-corporation.ir.rdgfilings.com).

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance.

24 unchanged sentences

Our annual biodiesel production capacity is 59 million gallons per year.

There currently is uncertainty as to our production of biodiesel in the future.

This uncertainty results from changes in feedstock prices relative to biodiesel prices and the lack of permanency of government mandates including the BTC, the small producer’s tax credit, the CFPC (effective January 1, 2025), the renewable fuels program, and the California low carbon fuel program credits.

See “Risk Factors” above as well as Note 3 to our consolidated financial statements.

This uncertainty also results from government mandates that strengthen markets that we compete against including renewable diesel and electric vehicles.

There remains significant uncertainty regarding our future biodiesel production volumes.

This outlook is primarily driven by the volatility of feedstock prices relative to finished biodiesel market prices and a systemic lack of permanency in critical government mandates.

Our operational strategy is heavily dependent on federal and state incentive structures, which are subject to legislative change or expiration.

Key factors contributing to this uncertainty include:

The Clean Fuel Production Credit (CFPC):

With the CFPC becoming effective on January 1, 2025, the industry is transitioning away from the traditional BTC.

The CFPC is in proposed rule status and expected to be finalized before mid-year 2026.

Expiring Credits:

The lack of extension for the BTC while the CFPC is finalized creates a non-permanent fiscal environment.

Delayed RFS2 renewable volume obligation:

Uncertainty negatively impacts the value of each RIN and causes uncertainty in the renewable fuel market.

Program Flux:

Ongoing shifts in the federal renewable fuels program continue to impact our revenue projections.

Furthermore, government mandates have increasingly strengthened competing sectors, creating headwinds for our biodiesel operations.

These include:

Renewable Diesel:

Incentives favoring renewable diesel over traditional biodiesel given the higher equivalency renewable fuel value of 1.7 as compared to 1.5 for biodiesel and higher GHG benefit.

Electric Vehicles (EVs):

Policy shifts and subsidies that accelerate the adoption of electric vehicles, potentially reducing long-term demand for liquid combustion fuels.

For a detailed analysis of these variables, please refer to "Risk Factors" and Note 3 of our consolidated financial statements.

While biodiesel is the principal component of the biofuels segment, we also generate revenue from the sale of petrodiesel both in blends with our biodiesel and, from time to time, with no biodiesel added.

Petrodiesel and biodiesel blends are available to customers at our leased storage facility in North Little Rock, Arkansas and at our Batesville plant.

In addition, we deliver blended product to a small group of customers within our region.

We also sell D4 and D6 RINs from time to time.

We have both truck and rail access at our Batesville facility.

In addition, we deliver blended product to a small group of customers within our region, and from time to time, sell D4 and D6 RINs.

At December 31, 2025, we held 0.4 million RINs with a market value of $379 and at December 31, 2024, we held 3.1 million RINs in inventory with a market value of $1,831.

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Finally, cost of goods sold includes hedging gains and losses recognized by us related to our biofuels segment.

Cost of goods sold is allocated to the chemicals and biofuels business segments based on equipment and resource usage for most conversion costs and based on revenue for most other costs.

Cost of goods sold is allocated to the Chemicals and Biofuels segments based on equipment and resource usage for most conversion costs and based on revenue for most other costs.

Operating costs include selling, general and administrative, and research and development expenses.

3 unchanged sentences

(Dollars in thousands other than per share amounts)

Income from operations

Earnings per common share:

(Loss) income from operations

Net (loss) income

(Loss) earnings per common share:

Adjusted EBITDA

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Years ended December 31:

Net (loss) income

Non-cash stock-based compensation

Interest and dividend income

Interest income, net

Non-cash interest expense and amortization of deferred financing costs

Loss on disposal of property and equipment

Unrealized loss (gain) on derivative instruments

Gain on marketable securities

(Gain) loss on disposal of property and equipment

Unrealized (gain) loss on derivative instruments

Turnaround costs

Other loss (income)

Income tax provision

3 unchanged sentences

Years ended December 31:

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Provision for deferred income taxes

Interest and dividend income

Interest income, net

Income tax provision

Changes in operating assets and liabilities, net

Other non-operating income

Turnaround costs

Other non-operating (loss) income

Adjusted EBITDA

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2025 Compared to 2024:

2023 Compared to 2022:

(Dollars in thousands)

Volume/product mix effect

Gross (loss) profit

Operating expense

Other (income) expense

Pretax income

Pretax (loss) income

Income tax provision (benefit)

Net (loss) income

2025 Compared to 2024

Consolidated sales revenue decreased 34% or $124,911 in 2024 compared to 2023 from lower sales volumes ($60,574) and lower prices ($65,011) in the biofuel segment.

Partially offsetting this decline was an increase in chemical segment volumes and an increase of $5,492 in amortization of deferred revenue from the expiration of a long-term contract which is now a short-term contract.

Gross profit decreased 52% or $21,335 in 2024 compared to 2023.

This comparative decrease was ($14,031) in the biofuel segment and ($7,304) in the chemical segment.

This reduction was inclusive of (i) reduced sales volumes of biodiesel and glycerin from extreme weather conditions in the first three months of the year, ii) downtime of both biodiesel and chemical production equipment during the last half of 2024 from delays by equipment suppliers, and iii) in the biofuel segment, the change in the unrealized activity of derivative instruments in comparison to the prior year with a loss of $1,971 in the current year and a gain of $1,878 in the prior year.

Also contributing to this reduced margin was the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting which increased gross profit $3,028 in 2024 as compared to $10,334 in 2023.

Partially offsetting this decrease was the benefit of the amortization of deferred revenue in the chemical segment of $5,492.

Operating expenses decreased $339 in 2024 compared to 2023.

This decrease was primarily the result of decreased research and development and legal expenses.

For the fiscal year ended December 31, 2025, consolidated revenue decreased 61% ($147,597) compared to 2024.

This significant contraction was primarily driven by severe regulatory headwinds in the Biofuels segment and operational interruptions within the Chemicals segment.

Biofuels Segment Revenue Impact

The Biofuels segment was the primary driver of the consolidated revenue decline, contributing $127,155 of the total decrease ($122,836 from lower volumes and $4,319 from lower pricing).

Regulatory Uncertainty:

The downturn is largely attributed to ongoing market ambiguity surrounding the CFPC, which materially impacted production economics.

Cost Mitigation:

In response to these conditions, we proactively implemented cost-reduction measures, including the idling of the biodiesel plant and a corresponding reduction in force to preserve liquidity.

Chemicals Segment Revenue Impact

The Chemicals segment contributed $20,442 to the consolidated revenue decrease, driven by:

Operational Delays:

A $14,382 decline in sales volume resulting from weather-related complications that extended the scheduled plant turnaround, combined with slower production ramp-up speeds during the facility restart.

Market Demand:

Reduced volumes for products serving the energy markets.

Contractual Transition:

A $5,492 reduction in the amortization of deferred revenue following the 2024 expiration of a long-term contract.

While the customer relationship continues, it has transitioned to a short-term contractual framework.

Consolidated gross profit decreased by $59,069 in 2025 compared to the prior year.

This margin compression was driven by a confluence of regulatory headwinds, operational interruptions, and the expiration of legacy contractual benefits.

Segment Contributions to Gross Profit Decline

Chemicals Segment:

Contributed ($35,639) to the decrease.

Biofuels Segment:

Contributed ($23,430) to the decrease.

Primary Drivers of the Decrease.

The year-over-year reduction in profitability was primarily influenced by:

Operational Idling & Market Uncertainty:

Significant volume losses in biodiesel and its byproduct, glycerin, followed the strategic decision to idle biodiesel production in June 2025.

This proactive measure was taken in response to persistent regulatory ambiguity surrounding the CFPC.

Extended Plant Turnaround:

Gross profit in the Chemicals segment was further pressured by weather-related complications that extended the duration of the scheduled plant turnaround.

This resulted in heightened maintenance expenditures and inefficiencies during the subsequent restart of operations.

Contractual Amortization:

A $5,492 reduction resulting from the completed amortization of deferred revenue within the Chemicals segment following the 2024 expiration of a major long-term contract.

Inventory Accounting (LIFO):

Valuation adjustments under the Last-In, First-Out (“LIFO”) method negatively impacted gross profit by $1,706 in 2025, a significant reversal from the $3,028 gain recognized through LIFO in 2024.

Mitigating Factors .

The overall decline was partially offset by a favorable swing in the change in derivatives.

The unrealized activity of derivative instruments yielded a gain of $221 in 2025, compared to a loss of $1,971 in the prior year.

Operating expenses increased $293 in 2025 compared to 2024.

This increase was primarily the result of increased executive compensation expense.

Other income decreased $6,165 in 2025 as compared to 2024.

This net decrease was due to (i) the reduction of interest income of $1,921, (ii) the prior year gain of $575 on the sale of marketable securities with no such gain in the current year, and (iii) separations payments made in the current year.

These reductions were mostly offset by the receipt of a $2,750 settlement in 2024 (see Note 22 of our consolidated financial statements for further details).

Income tax provision (benefit)

This net decrease was due to (i) the reduction of interest income of $3,745, and (ii) the prior year receipt of a $2,750 settlement in 2024 (see Note 22 of our consolidated financial statements for further details).

Income tax provision

The income tax provision was $165 in 2025 or an effective tax rate of (0.3%) as compared to a provision in 2024 of $792 or an effective tax rate of 4.9%.

The Company’s effective tax rates for the years 2024 and 2023 reflect the positive effect of certain tax credits and incentives, the most significant of which are the BTC and the Small Agri-biodiesel Producer Tax Credit.

Based on technical guidance from the Internal Revenue Service, the Company excludes the portion of the BTC not used to satisfy excise tax liabilities from income.

See Note 3 to our consolidated financial statements for a discussion of the pretax earnings impact of the BTC.

The Company's effective tax rate for the years 2025 and 2024 reflects the effect of certain tax credits and incentives.

Most notable to the 2025 effective tax rate was the effect of the CFPC, a new 2025 non-refundable, transferable incentive recorded as a reduction in cost of goods sold following International Accounting Standards (“IAS”) 20 principles.

The Budget Reconciliation Act of 2025 also reinstated the Small Agri-biodiesel Producer Tax Credit, a non-refundable, transferable incentive similarly recorded as a reduction in cost of goods sold following IAS 20.

The reduction in cost of goods sold is excluded from the Company’s taxable income, impacting the effective tax rate.

The most notable effect of tax credits and incentives to the 2024 effective tax rate was from the BTC, which expired December 31, 2024.

The BTC was also recorded as a reduction in cost of goods sold following IAS 20.

Based on technical guidance from the Internal Revenue Service, the Company excluded the portion of the BTC not used to satisfy excise tax liabilities from its taxable income, impacting the effective tax rate.

The Company’s effective tax rate for 2025 and 2024 includes an expense of $11,558 or 23.5% and $8,169 or 50.1%, respectively, from the recording of a valuation allowance against its deferred tax assets.

1 unchanged sentence

As of December 31, 2025, based on all available and allowable evidence, the Company determined that its deferred tax assets of $53,400 are more likely than not realizable only to the extent of $19,484, resulting in a net deferred tax liability of $910.

As of December 31, 2023, based on all available and allowable evidence, the Company determined that its deferred tax assets were more likely than not realizable only to the extent of its deferred tax liabilities and recorded the resulting valuation allowance.

The Company’s unrecognized tax benefit totaled $0 at December 31, 2024 and 2023.

2023 Compared to 2022

Consolidated sales revenue decreased 7.0% or $27,764 in 2023 compared to 2022 primarily from lower average sales prices in the biofuel segment ($71,198) and, to a lesser extent, in the chemical segment ($1,916).

This decrease was partially offset by higher biodiesel sales volumes in the biofuel segment ($44,994).

Gross profit increased 41.3% or $11,986 in 2023 compared to 2022.

This comparative increase was primarily attributable to improved margins in both the biofuel and chemical segments inclusive of (i) the change in the realized activity of derivative instruments in comparison to the prior year with a gain of $694 as compared to a loss of $24,703 in the prior year;

the prior year loss included an unfavorable impact of volatility in the NYMEX heating oil futures market of $10,500 and (ii) the change in the unrealized activity of derivative instruments in comparison to the prior year with a gain of $1,878 in the current year and a gain of $343 in the prior year.

Also contributing to this improved margin was the benefit from the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting which increased gross profit $10,334 in 2023 and decreased gross profit $3,944 in 2022 (net of a liquidation of $1,850 from exiting the pipeline business).

Operating expenses increased $2,164 in 2023 compared to 2022.

This increase was primarily the result of increased compensation expense.

Other income was $10,015 in 2023 as compared to other expenses of $3,808.

During 2023, we exited our position in marketable securities and transferred the funds to interest earning deposits.

As a result, interest and dividend income increased $4,707 in 2023 as compared to 2022.

The net realized gain on the sale of marketable securities was $575 in 2023 as compared to an unrealized loss of $8,546 in 2022 (see Note 7 of our consolidated financial statements for further details).

Income tax provision (benefit)

The income tax provision was $1 in 2023 or an effective tax rate of 0.0% as compared to a benefit in 2022 of ($1,473) or an effective tax rate of (10.7%).

The Company’s effective tax rates for the years 2023 and 2022 reflect the positive effect of certain tax credits and incentives, the most significant of which are the BTC and the Small Agri-biodiesel Producer Tax Credit.

Based on technical guidance from the Internal Revenue Service, the Company excludes the portion of the BTC not used to satisfy excise tax liabilities from income.

See Note 3 to our consolidated financial statements for a discussion of the pretax earnings impact of the BTC.

The Company’s effective tax rate for 2023 and 2022 includes an expense of $6,821 or 18.2% and $7,392 or 53.8%, respectively, from the recording of a valuation allowance against its deferred tax assets.

The Company evaluates its deferred tax assets and records a valuation allowance to reduce these assets to the amount that is more likely than not to be realized.

As of December 31, 2023, based on all available and allowable evidence, the Company determined that its deferred tax assets are more likely than not realizable only to the extent of its deferred tax liabilities and recorded the resulting valuation allowance.

As of December 31, 2024, based on all available and allowable evidence, the Company determined that its deferred tax assets were more likely than not realizable only to the extent of $18,691, resulting in a net deferred tax liability of $773.

The Company’s unrecognized tax benefit totaled $0 at December 31, 2025 and 2024.

1 unchanged sentence

2025 Compared to 2024:

2023 Compared to 2022:

(Dollars in thousands)

Volume/product mix effect

2024 Compared to 2023

Chemical sales revenue increased 1% or $674 in 2024 compared with 2023.

Sales revenue for our custom chemical product line (chemicals produced for specific customers) totaled $69,473, an increase of 8% or $5,187 from 2023.

Included in this net increase were higher sales volumes of chemicals sold into the automotive coatings market, sales of one new product into the coatings market, and an increase of $5,492 from the amortization of deferred revenue of a long-term contract which expired.

We are working with this customer on a new long-term agreement while we continue to do business.

Mostly offsetting these increases were reduced sales prices and volumes of chemicals sold in the agricultural and energy markets.

Performance chemicals revenue (comprised of multi-customer products which are sold based on specification) was $10,534 in 2024, a decrease of 30% or $4,513 from 2023.

This decrease resulted from lower sales volumes and prices of glycerin products.

Sales volumes were negatively impacted by the downtime of production equipment during the last half of 2024 from delays by equipment suppliers.

Gross profit for the chemicals segment decreased 24% or $7,304 in 2024 compared with 2023.

This decrease was primarily from:

(i) reduced chemical sales prices in the agricultural and energy markets, and (ii) reduced sales volumes as described above.

Partially offsetting these decreases were:

(i) the benefit of the amortization of deferred revenue in the chemical segment of $5,492, and (ii) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.

This adjustment increased gross profit $658 in 2024 as compared to $1,920 in 2023.

2023 Compared to 2022

Chemical sales revenue decreased 1.9% or $1,560 in 2023 compared with 2022.

Sales revenue for our custom chemical product line (chemicals produced for specific customers) totaled $64,286, an increase of 9.4% or $5,549 from 2022.

Included in this net increase was higher sales volumes of chemical intermediates in the oil and gas industry and contractual price increases partially offset by reduced amortization of deferred revenue of $3,081 (see Note 4 of our consolidated financial statements for further details).

Performance chemicals revenue (comprised of multi-customer products which are sold based on specification) was $15,047 in 2023, a decrease of 32.1% or $7,109 from 2022.

This decrease resulted from lower selling prices of our glycerin products partially offset by higher volumes.

Gross profit for the chemicals segment increased 16.7% or $4,291 in 2023 compared with 2022.

This improvement was primarily from the change in adjustments in the carrying value of our inventory as determined utilizing the last-in, first-out (“LIFO”) method of inventory accounting which increased gross profit $1,920 in 2023 and decreased gross profit $1,093 in 2022.

Also contributing to this increase was stronger margins and higher sales volumes in products sold into the oil and gas industry.

Partially reducing these improvements was the change in the timing of deferred revenue amortization of $3,081 and lower margins from glycerin products on reduced selling price from increased imports.

Biofuel Segment

Gross (loss) profit

2025 Compared to 2024

For the fiscal year 2025, chemical sales revenue totaled $59,565, a 26% ($20,442) contraction compared to 2024.

This downturn was largely driven by operational headwinds, including weather-related complications that extended the scheduled plant turnaround and subsequent slower production rates during the facility restart.

These factors, combined with diminished volumes in the energy sector, impacted both primary chemical product lines.

Custom Chemicals

Revenue from our custom manufacturing product line decreased 26% ($17,798) to $51,675 in 2025.

This decline was primarily influenced by:

Sector Softness:

Reduced demand and lower sales volumes for chemicals utilized in the automotive coatings and energy markets.

Contractual Roll-off:

A $5,492 reduction resulting from the completed amortization of deferred revenue following the 2024 expiration of a long-term energy market contract.

Performance Chemicals

Performance chemicals revenue fell 25% ($2,644) to $7,890 in 2025.

Key factors included:

Production Interdependencies:

Lower volumes of glycerin products resulting from the decision to idle biodiesel production during the second half of 2025.

Market Conditions:

A general softening of demand within agricultural chemical markets.

Strategic Offset:

These decreases were partially mitigated by the successful launch and sale of a new energy-market product following the completion of a major chemical production construction project.

Gross profit for the Chemicals segment decreased by $35,639 in 2025 compared to the prior year.

This margin compression was primarily driven by the following factors:

Volume Contraction:

Lower overall sales volumes across both custom and performance product lines, exacerbated by the extended plant turnaround and subsequent production restart.

Contractual Amortization:

A $5,492 non-cash decrease resulting from the completed amortization of deferred revenue following the expiration of a significant long-term contract in 2024.

Operational Reinvestment:

Increased spending on plant reliability initiatives and heightened maintenance costs incurred during the fiscal year to ensure long-term facility integrity.

Biofuels Segment

2025 Compared to 2024:

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2025 Compared t o 2024

Biofuels sales revenue decreased 43% in 2024 compared to 2023, primarily from a 21% reduction in sales volume and a 23% reduction in the average price of fuel sold inclusive of D4 RIN prices.

Production and sales volumes in 2024 were impacted by the extreme winter weather experienced in the first quarter as well as production issues, stemming from delays by equipment suppliers that created an extended service utility downtime, which impacted the third and fourth quarter.

A portion of our biodiesel sold was to two major refiners in the United States in 2024 and 2023.

No assurances can be given that we will continue to sell to such major refiners, or, if we do sell, the volume we will sell or the profit margin we will realize.

We do not believe that the loss of this customer would have a material adverse effect on our biofuels segment or on us as a whole in that:

(i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to this customer are not under fixed terms and the customer has no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from this customer are based upon then-market rates, as would be the case with sales of this commodity to other customers.

Biofuels gross profit decreased $14,031 in 2024 compared to 2023.

This decrease primarily resulted from reduced sales volumes, primarily stemming from:

(i) extreme winter weather in the first quarter of 2024, (ii) delays by equipment suppliers that created an extended service utility downtime, which prevented us from building the biodiesel inventories we would typically have available to sell in the last half of 2024, and (iii) the change in the unrealized activity of derivative instruments in comparison to the prior year with a loss of $1,971 in the current year and a gain of $1,878 in the prior year.

Also reducing gross profit was the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.

This adjustment increased gross profit $2,370 in 2024 as compared to an increase in gross profit of $8,414 in 2023.

2023 Compared to 2022

Biofuels sales revenue decreased 8.3% or $26,204 in 2023 compared to 2022, primarily from decreased selling prices of biodiesel and biodiesel blends, inclusive of a decline in separated RIN sale prices.

RIN prices declined during 2023 as production levels exceeded the renewable volume obligations set by the EPA.

A portion of our biodiesel sold was to two major refiners in the United States in 2023 and 2022.

No assurances can be given that we will continue to sell to such major refiners, or, if we do sell, the volume we will sell or the profit margin we will realize.

We do not believe that the loss of this customer would have a material adverse effect on our biofuels segment or on us as a whole in that:

Biofuels gross profit increased $7,695 in 2023 compared to 2022.

Gross profit primarily increased from the prior year from:

(i) the change in the realized activity of derivative instruments in comparison to the prior year with a gain of $694 as compared to a loss of $24,360 in the prior year;

the prior year was unfavorably impacted by the volatility in the NYMEX heating oil futures market which generated realized losses of $10,500 and (ii) the change in the unrealized activity of derivative instruments in comparison to the prior year with a gain of $1,878 in the current year and a gain of $343 in the prior year.

Also improving gross profit was the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting increased gross profit $8,414 in 2023 as compared to a decrease in gross profit of $5,794 in 2022.

In 2022, the liquidation effect of exiting the pipeline business increased gross profit $1,851 in 2022;

no such liquidation occurred in 2023.

Biofuels sales revenue decreased 78% in 2025 compared to 2024.

This contraction was primarily driven by a 75% reduction in sales volume and a 3% decline in the average selling price of fuel, inclusive of D4 RIN values.

The decline in performance is attributable to an extended plant turnaround initiated to enhance long-term reliability, followed by the subsequent strategic decision to idle production due to regulatory uncertainty surrounding the CFPC and other adverse market conditions.

Customer Concentration and Market Dynamics.

Historically, a portion of our biodiesel output was sold to two major United States refiners.

In 2025, however, we had no major customers with revenue greater than 10%.

Market Fungibility:

We do not believe the loss of any single major customer, including these refiners, results in a material adverse effect.

Unlike our custom chemical products, biodiesel is a commodity with a broad, active customer base.

We believe our product can be readily redirected to alternative buyers, as potential market demand consistently exceeds our current production capacity.

Contractual Flexibility:

Our sales are typically executed through short-term purchase orders at prevailing market rates rather than long-term, fixed-volume obligations.

Biofuels Gross Profit Analysis.

Gross profit for the Biofuels segment decreased by $23,430 in 2025 compared to 2024.

The primary drivers of this variance include:

Production Idling:

The significant drop in sales volume followed the idling of the biodiesel facility in the second quarter of 2025.

Inventory Valuation (LIFO):

Adjustments to the carrying value of inventory under the LIFO method negatively impacted gross profit by $1,739 in 2025, a sharp reversal from the $2,370 gain recognized in 2024.

Derivative Activity Offset:

These losses were partially mitigated by a favorable year-over-year swing in hedging results, with the segment realizing an unrealized gain on derivative instruments of $ 221 in 2025 compared to a $1,971 loss in 2024.

Critical Accounting Policies and Estimates

Useful Lives of Property, Plant, and Equipment

We primarily base our estimate of an asset’s useful life on our experience with other similar assets.

The actual useful life of an asset may differ significantly from our estimate for such reasons as the asset’s build quality, the manner in which the asset is used, or changes in the business climate.

We monitor the estimated useful lives of our assets.

Depreciation is provided for using the straight-line method over the associated asset’s estimated useful lives.

The determination of an asset's useful life is a fundamental estimate that impacts our financial results.

We primarily establish these estimates based on historical experience with similar assets.

However, the actual useful life may vary significantly from these projections due to several factors:

Build Quality:

Variations in manufacturing standards and materials.

The intensity and specific manner in which an asset is operated.

Economic Conditions:

Shifts in the business climate or technological advancements that may render an asset obsolete.

Depreciation Methodology

To ensure our financial statements accurately reflect the consumption of economic benefits, we adhere to the following standards:

Continuous Monitoring:

We regularly review and adjust estimated useful lives to align with current operational data.

Straight-Line Method:

Depreciation is calculated using the straight-line method, allocating the cost of the asset evenly over its projected functional lifespan.

Changes in estimates are accounted for prospectively, meaning any adjustments to useful lives will impact depreciation expense in the current and future periods.

Revenue Recognition

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The latter amounts do not include Contract Assets of $ 40 and $29 that have not been billed nor shipped at December 31, 2025 and 2024, respectively.

Taxes collected from customers and remitted to governmental authorities are recorded on a net basis within cost of goods sold.

Shipping and handling fees related to sales transactions were billed to customers and recorded as sales revenue.

Taxes collected from customers remitted to governmental authorities are recorded as a reduction of the transaction price.

Shipping and handling fees related to sales transactions are billed to customers and recorded as sales revenue with an offsetting expense included in cost of goods sold.

The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes.

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In years in which the Company has experienced objective negative evidence in the form of three cumulative years of tax losses, the Company no longer uses taxable income projections to overcome the presumption of losses and deferred tax asset valuations are computed taking into account tax planning strategies and the reversing net deferred tax liability from temporary differences as sources of income.

The Company recognizes income tax positions that meet the more likely than not threshold and accrues interest related to unrecognized income tax positions which is recorded as a component of the income tax provision.

The Company recognizes income tax positions only when they meet the more likely than not threshold.

The Company's policy is to record interest and penalties related to unrecognized benefits as a component of the income tax provision in the Consolidated Statement of Income and Comprehensive Income.

Liquidity and Capital Resources

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(Dollars in thousands)

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Net cash (used in) provided by investing activities

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Operating Activities

Cash used in operating activities was $28,735 in 2025 compared to cash provided by operating activities of $24,802 in 2024, a net decrease in cash of $53,537 primarily attributed to a decrease of $64,900 in net income from 2025 to 2024.

Also contributing to the decrease in cash was the change in (i) accrued expenses and other current liabilities of $14,830, (ii) inventory of $5,351, and (iii) other assets of $4,214.

Partially offsetting the decrease in cash from operations was the change in (i) deferred revenue of $18,156, (ii) accounts payable, including accounts payable - related parties, of $11,383, (iii) accounts receivable, including accounts receivable - related parties, of $5,980, and (iv) other non-current liabilities of $4,593.

Cash provided by operating activities increased in 2024 to $24,802 from $21,299 in 2023, a net increase of $3,503.

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Partially offsetting the increase in cash from operations was the decrease of $21,879 in net income in 2025 compared to 2024 and the change in deferred revenue of $6,787 and other non-current liabilities of $3,317.

Cash provided by operating activities decreased in 2023 to $21,299 from $52,451 in 2022, a net decrease of $31,152.

This decrease was attributed to the change in (i) accounts payable, including accounts payable - related parties, of $27,928, (ii) fair value of equity securities of $11,414 with the sale of marketable securities, (iii) income taxes receivable of $7,782, and (iv) inventory of $5,550.

Partially offsetting the decrease in cash from operations was the increase of $22,171 in net income in 2023 compared to 2022.

Investing Activities

Cash used in investing activities was $18,601 in 2025 compared to $14,794 in 2024 for a net decrease in cash of $3,807.

This decrease in cash was primarily attributable to increased capital expenditures of $2,579 and the change in the collateralization of derivative instruments of $1,256.

Cash used in investing activities was $14,794 in 2024 compared to cash provided by investing activities of $33,022 in 2023 for a net decrease in cash of $47,816.

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In addition, increased capital expenditures decreased cash from investing activities by $8,646.

Cash provided by investing activities was $33,022 in 2023 compared to cash used by investing activities of $3,829 in 2022 for a net increase in cash of $36,851.

This increase was primarily attributable to the sale of marketable securities in 2023 of $37,701 compared to sales of marketable securities in 2022 of $1,292.

Increased capital expenditures decreased cash from investing activities by $1,244.

Financing Activities

Cash used in financing activities increased to $119,911 in 2024 from $10,517 in 2023, a net increase of $109,394 primarily from the payment of a special cash dividend of $109,408.

Cash used in financing activities was $10,889 in 2025, primarily from the payment of dividends of $10,513.

Cash used in financing activities was $119,911 in 2024, primarily from the payment of a special cash dividend of $109,408 in addition to regular cash dividends.

Capital Expenditure Commitments

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Credit Facility

On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement (the “Credit Agreement”) originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent and further amended on March 30, 2020 (as amended, the “Prior Credit Agreement”).

On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement, as further amended effective as of June 30, 2025 and December 22, 2025 (the “Credit Agreement”), originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent (as amended, the “Prior Credit Agreement”).

The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $35,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”).

The Credit Facility expires on February 21, 2030.

The primary amendment from the Prior Credit Agreement was a reduction in the facility’s credit limit by $25,000.

We will be permitted to use net proceeds of any borrowings under the Credit Facility for working capital and other general corporate purposes.

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In 2025, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed.

The regular cash dividends declared in 2025 totaled $2,681 to be paid in the first quarter of 2026.

Dividend equivalents accruing on the outstanding restricted stock units (“RSUs”) tota l $49;

$10 has vested and $39 conting ent upon full services vesting in accordance with the service agreement with Mr.

In 2024, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed.

The regular cash dividends declared in 2024 totaled $10,513 to be paid in 2025.

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The regular cash dividends declared in 2023 totaled $10,503 to be paid in 2024.

In 2022, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed.

The regular cash dividends declared in 2022 totaled $21,006;

$10,503 paid in 2022 and $10,503 paid in 2023.

Capital Management

As a result of positive operating results, we accumulated excess working capital.

As a result of historical positive operating results, we accumulated excess working capital.

We intend to retain the remaining cash to fund infrastructure and capacity expansion at our Batesville plant or to otherwise fund our future growth.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity