What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-31 · 133 added, 186 removed, 545 unchanged (37% of the section changed)

22 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 31, 2025 expressed an unqualified opinion on those financial statements.

We also have audited, the internal control over financial reporting of FutureFuel Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Basis for Opinion

26 unchanged sentences

Director Since

Bedell, Chairman

Terrance C.Z.

Roeland Polet, Chairman (a)

G Bruce Greer

Bedell stepped down as Chairman of the Board and Mr.

Polet was appointed to the Board of Directors and as the Chairman of the Board effective December 4, 2025.

Butcher was appointed to the Board of Directors on April 3, 2025.

There is no arrangement or understanding between any of the above directors and any other person pursuant to which such person was or is to be selected as a director.

1 unchanged sentence

Our executive officers are as follows:

Roeland Polet (a)

Roeland Polet

Chief Executive Officer

Principal Financial Officer and Chief Financial Officer

Chief Commercial Officer

Chief Operations Officer

Polet was appointed Chief Executive Officer on September 3, 2024.

Lyon and the Company agreed to terminate his employment as Chief Commercial Officer effective as of March 31, 2025.

There is no other arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.

2 unchanged sentences

Business Experience

Bedell has been a member of our board since 2008 and Vice Chairman of the board since December 2023.

Bedell has been a member of our board since 2008 and served as Chairman of the board from December 2023 to December 2025.

Bedell is chairman of the board of privately held Castle Partners and its affiliates, based in Sikeston, Missouri, which operate over 35 skilled nursing, health care, pharmaceutical, hospice, and therapy facilities throughout Missouri and other states.

37 unchanged sentences

Cole’s service and experience as chairman for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board and the Company.

Terrance C.Z.

(Terry) Egger has served on our board since 2015.

He retired as the publisher and CEO of Philadelphia Media Network, parent company of the Philadelphia Inquirer, the Philadelphia Daily News and Philly.com, that region’s largest news company, in which capacity he oversaw all operations of the newspaper and its affiliates.

Prior to August 2015, Mr.

Egger served as president and CEO of the Cleveland 2016 Host Committee, Inc., where he led the successful effort for the City of Cleveland to host the 2016 Republican National Convention.

Egger had retired as chairman of The Plain Dealer Publishing Co.

in Cleveland, parent company of The Plain Dealer, Ohio’s largest newspaper, where he had served in several executive capacities from 2006.

From 1996 to 2006, Mr.

Egger was the president and publisher of the St.

Louis Post-Dispatch, where he supervised all operations, including its website STLtoday.com and Suburban Journals of Greater St.

Terry started his newspaper career managing marketing and advertising for papers in Los Angeles, California and Tucson, Arizona.

Egger is a member of the Board of Directors of Medical Mutual of Ohio and a member of the Board of Trustees of the Cleveland Clinic Foundation.

He has a bachelor’s degree from Augustana College and a master’s degree in speech communication from San Diego State University.

Our board believes that Mr.

Egger’s experience, knowledge, skills, and expertise, including experience and understanding of business strategy, development, supervision, operations and management add significant value to our board.

Additionally, Mr.

Egger’s service and experience on other boards, strengthens the governance and functioning of our board and the Company.

Novelly II has served on our board since July 2022.

30 unchanged sentences

Kruszewski’s extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of public companies’ day-to-day operations and strategy add significant value to our board and the Company.

Bruce Greer has served on our board since March 2024.

Bruce Greer has served on our board since March 2024 and as our Lead Independent Director since December 2025.

Greer has served as President of GBGJR Advisors, an advisory firm providing strategic advice to chemical companies, private equity firms and consulting firms, since April 2017.

16 unchanged sentences

Rowe's extensive managerial and leadership experience in the chemical industry adds significant value to our board and the Company.

Butcher has served on our board since April 3, 2025.

Butcher has served as a director on the boards of publicly traded and privately held companies and has extensive business management and marketing experience in the chemical industry.

Currently, she is a member of the board of directors of J.M.

Huber Corporation and Pilot Chemical Corp.

(“Pilot”), since 2022 and 2016, respectively.

Previously, Ms.

Butcher served as a member of the boards of directors of Arch Resources, Inc.

(now Core Natural Resources, Inc.) from 2023 to 2025, PDC Energy, Inc.

from 2022 to 2023, Gruden Topco Holdings LP/Quality Distribution Inc.

from 2016 to 2021, and Trecora Resources from 2016 to 2022.

Butcher was Chief Executive Officer, President, and Chief Operating Officer of Pilot from 2010 to 2021.

From 1980 to 2009, Ms.

Butcher worked at The Dow Chemical Company (now Dow Inc.), serving as General Manager Adhesives and Sealants, Vice President Corporate Marketing and Sales, President of Hampshire Chemical Company, and Vice President and Portfolio Manager Specialty Chemicals during her tenure.

Butcher earned a Bachelor of Science in Agronomy and a Masters of Science from Purdue University at West Lafayette.

Butcher is or has been a board member of various other organizations, including the American Cleaning Institute, the Ohio Association of Manufacturers’, the Board of Trustees of the Chemical Education Foundation, and as a member of the National Association of Corporate Directors.

Our board believes that Ms.

Butcher’s extensive managerial and leadership experience in the chemical industry adds significant value to our board and the Company.

Roeland Polet joined the Company as our Chief Executive Officer September 2024.

Effective December 4, 2025, Mr.

Polet was appointed to the Board of Directors and as the Chairman of the Board.

Polet served as the Chief Executive Officer, DSM Materials Businesses, for Koninklijke DSM N.V., a Dutch multinational corporation headquartered in Heerlen, Netherlands and publicly traded company with ordinary shares listed on the NYSE Euronext stock exchange in Amsterdam (“DSM”).

6 unchanged sentences

Our board believes that Mr.

Polet's extensive experience in the chemical industry, including his managerial and leadership experience, adds significant value to our company.

Polet's extensive experience in the chemical industry, including his managerial and leadership experience, adds significant value to our board and the Company.

Sparks served on our board from 2019 to July 2024.

4 unchanged sentences

Sparks worked for Eastman Chemical as controller at the Batesville plant.

Sparks graduated from Arkansas College with a BS in accounting and is a certified public accountant with inactive status.

Sparks graduated from Arkansas College (now Lyon College) with a BS in accounting and is a certified public accountant with inactive status.

Our board believes that Mrs.

Sparks’ experience, knowledge, skills, and expertise acquired as controller of FutureFuel Chemical Company, and her knowledge of our operations and business strategies gained over her years of service in that role, as well as experience as a certified public accountant, add significant value to the Company.

Lyon has served as our chief commercial officer since 2022, but Mr.

Lyon and the Company agreed to terminate his employment as chief commercial officer effective as of March 31, 2025.

Lyon was previously hired as Senior Vice President of Strategy and Planning at FutureFuel Chemical Company, a wholly owned subsidiary of the Company, on September 7, 2021.

Lyon leads the Company in sales, marketing, and technology and in implementing a business growth strategy for custom chemicals, specialty chemicals, and biodiesel products.

Lyon is a global business executive with nearly 40 years of experience in the specialty chemicals industry and 30 years of international business experience in the industrial chemical and specialty chemical industries.

He has extensive experience in establishing and growing specialty chemicals businesses, especially in the Americas and Asia Pacific regions.

Lyon received a BS in Chemical Engineering (Magna Cum Laude) and a MS in Engineering Management, both from the University of Missouri in Rolla (now Missouri University of Science and Technology).

Prior to joining FutureFuel Chemical Company, Mr.

Lyon was employed by Prefere Resins, where he was Business Director for the Americas and Asia.

Prior to Prefere, and for fifteen years, he was Business Director, Americas and Asia, for INEOS Melamines, a unit of INEOS.

Lyon also worked for UCB and Solutia, Inc.

in various business leadership roles.

He started his career with Monsanto Company, and held management positions in engineering, manufacturing, and global product management serving numerous specialty market segments.

Kyle Gaither was appointed as our Chief Operations Officer in February 2023.

11 unchanged sentences

A copy of this code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance.

We will provide any person, without charge, a copy of such code of business conduct and ethics upon request to FutureFuel Corp., 8235 Forsyth Blvd., 9th Floor, Clayton, Missouri 63105, attention:

We will provide any person, without charge, a copy of such code of business conduct and ethics upon request to FutureFuel Corp., 2800 Gap Road, Batesville, Arkansas 72501, attention:

Investor Relations.

5 unchanged sentences

The current members of the Nominating/Corporate Governance Committee are as follows:

Bedell (Chair)

Terrance C.Z.

Butcher (Chair)

Audit Committee

3 unchanged sentences

Manheim (Chair)

Terrance C.Z.

G Bruce Greer

9 unchanged sentences

In 2025, we paid salaries, bonuses, and other forms of compensation to the Company's officers and the officers of FutureFuel Chemical Company as described below.

With the exception of Rose M.

Sparks, who serves as our principal financial officer and chief financial officer and FutureFuel Chemical Company’s chief financial officer, we determined for 2024 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as executive officers (in their capacities as such).

Executive officer compensation will be monitored during 2025 and set or adjusted as the board deems appropriate.

The Company determined for 2025 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as employees of the Company (in their capacities as such).

Executive officer compensation will be monitored during 2026 and set or adjusted as the Compensation Committee and the board deems appropriate.

Compensation Discussion and Analysis

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Our compensation programs are intended to meet the goals of attracting and retaining qualified personnel; motivating these individuals to achieve short-term and long-term corporate goals without undue risk-taking and to promote equity among executive officer positions, while considering external competitiveness and differences in job responsibilities.

The elements of our compensation program include base salary, bonuses, certain equity awards to our CEO, and certain retirement, insurance, and other benefits generally available to all employees.

The elements of our compensation program include base salary, bonuses, certain equity awards to our CEO, certain other compensation to our CEO in the form of a jet card, and certain retirement, insurance, and other benefits generally available to all employees.

In addition, in 2017, our board adopted the Incentive Plan which was approved by our shareholders at our 2017 annual meeting.

3 unchanged sentences

Cash Salaries and Bonuses

McKinlay resigned as Chief Executive Officer in May 2024.

Prior to his resignation, Mr.

McKinlay was compensated based on an annual base salary of $400 as approved by the Compensation Committee.

Upon his resignation, Mr.

McKinlay was given a separation package which included his anticipated bonus for 2024 and one year's salary to be distributed in two payments with one payment in 2024 and one in 2025.

Polet was hired in August 2024 to replace Mr.

In connection with his appointment, the Company and Mr.

Polet entered into an Employment Agreement dated August 16, 2024 (the “Employment Agreement”).

The Company and Mr.

Polet have entered into an employment agreement dated August 16, 2024 (the “Employment Agreement”).

The Employment Agreement provides for, among other things, an annual base salary of $500 and a target annual bonus equal to 50% his annual base salary, subject to performance conditions established from time to time by the Compensation Committee.

For the year 2024, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company.

The total bonus target amount was determined by our chief executive officer in consultation with our other executive officers and the Compensation Committee.

No other executive officer is party to an employment agreement with the Company.

Bonuses for Mr.

Gaither, and other members of lead management of FutureFuel Chemical Company were determined in January 2026 based on the final Company performance for 2025.

Those bonuses were approved by the Compensation Committee of our Board based on company financial results and personal performance goals established in January of 2025.

For the year 2025, we established a bonus pool for the other employees of our subsidiary, FutureFuel Chemical Company.

The total bonus target amount was determined by the Compensation Committee in consultation with the CEO.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2025 received bonuses of approximately 40 hours of pay at their normal hourly rate.

Employees hired in 2024 received a prorated or reduced amount based on their length of service.

Salaried employees of FutureFuel Chemical Company (other than FutureFuel Chemical Company’s lead management team) received an additional bonus amount ranging from $0 to $5.6.

Bonuses to FutureFuel Chemical Company’s managers other than the lead management team were determined by FutureFuel Chemical Company’s officers.

Bonuses in 2024 for Mr.

Gaither, and other members of lead management of FutureFuel Chemical Company were recommended by our Compensation Committee in respect of our chief executive officer and by our chief executive officer for all other executive officers, then reviewed and approved by the Compensation Committee of our Board after considering several factors, including our overall financial performance and comparative information regarding the executive pay practices of our competitors.

Employees hired in 2025 received a prorated or reduced amount based on their months of service.

Such bonus distributions were designed to be sufficient compensation for the services rendered, competitive with market rates for similar services, and sufficient to motivate these individuals to aid in our achievement of short-term and long-term corporate goals.

Polet voluntarily took a 50% decrease in his bonus to increase the amounts payable to other employees of the Company.

Incentive Plan

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Eligible participants in the Incentive Plan include (i) members of our board of directors and our executive officers; (ii) regular, active employees of us or of any of our subsidiaries; and (iii) persons engaged by us or by any of our subsidiaries to render services to us or our subsidiaries as an advisor or consultant.

Awards under the Incentive Plan are limited to shares of our common stock, which may be shares reacquired by us, including shares purchased in the open market, or authorized but unissued shares.

Awards under the Incentive Plan are limited to shares of our common s tock, which may be shares reacquired by us, including shares purchased in the open market, or authorized but unissued shares.

Awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate, or 4,310,167 shares, as of the date of the adoption of the Incentive Plan.

Taking into account the prior grants of stock options and stock awards under the Incentive Plan, 3,506,324 shares are available to be issued under the Incentive Plan as of December 31, 2024.

Taking into account the prior grants of stock options and stock awards under the Incentive Plan, 4,386,351 shar es are available to be issued under the Incentive Plan as of December 31, 2025.

The Incentive Plan is administered by:

14 unchanged sentences

Annual performance vested options will vest 25% for each year that the annual cash flow target is achieved (with provisions for subsequent year catch-ups).

Neither our management nor our Compensation Committee, however, has through the year ended December 31, 2023 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested.

Neither our management nor our Compensation Committee, ho wever, has through the year ended December 31, 2025 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested.

Rather, through 2025, all grants were made in the discretion of our Compensation Committee based upon their authority under the Incentive Plan.

24 unchanged sentences

The amount of ordinary income realized by an employee in a sale or exchange for which a loss would be recognized is limited to the excess of the amount realized on the sale or exchange over the stock’s adjusted basis.

Upon issuance of RSAs, a participant in the Incentive Plan will not recognize income in the year of grant but will, absent a Section 83(b) election, receive taxable income in the year which the shares' restrictions lapse equal to the market value of the stock on the lapse date.

Upon issuance of a restricted stock award, a participant in the Incentive Plan will not recognize income in the year of grant but will, absent a Section 83(b) election, receive taxable income in the year which the shares' restrictions lapse equal to the market value of the stock on the lapse date.

We will receive a corresponding tax deduction when the participant recognizes taxable income.

4 unchanged sentences

Our executive officers generally participate in employee welfare plans (life insurance, medical insurance, disability insurance, vacation pay, and the like) maintained by FutureFuel Chemical Company for all of its employees.

Polet is permitted to use a Company-owned jet card that provides for his use of certain chartered flights.

In the event Mr.

Polet’s use of the jet card subjects him to additional personal income tax, the Company has agreed to gross up Mr.

Polet’s compensation to account for such additional tax.

The Compensation Committee

Our Compensation Committee currently consists of Donald C.

Bedell, Dale E.

Cole (Chair), and Terrance C.Z.

Our Compensation Committee currently consists of Dale E.

Cole (Chair), Pamela R.

Butcher, and Paul E.

Each of these individuals is an “independent director” under the rules of the NYSE, a “Non-Employee Director” within the meaning of Section 16 of the Exchange Act, and an “outside director” within the meaning of §162(m) of the Internal Revenue Code of 1986, as amended.

During 2025, Mr.

Bedell and Terrance C.Z.

Egger, who retired as a member of our board effective as of the 2025 Annual Meeting and did not stand for re-election at the Annual Meeting, also served on the Compensation Committee.

Recommendations from Management

5 unchanged sentences

(Dollars in thousands)

Compensation (h)

Compensation (g)

Roeland Polet (a), (b)

Chief Executive Officer

Tom McKinlay (a), (c)

Chief Executive Officer and former

Chief Operating Officer FutureFuel Chemical Company

Sparks (a), (d)

Sparks (a), (c)

Chief Financial Officer, principal financial officer, and treasurer,

1 unchanged sentence

and FutureFuel Chemical Company

Charles Lyon (a), (e)

Charles Lyon (a), (d)

Chief Commercial Officer FutureFuel Corp.

Kyle Gaither (a), (f)

Kyle Gaither (a), (e)

Chief Operations Officer

1 unchanged sentence

Executive officers of FutureFuel Chemical Company for the years indicated.

Polet was appointed Chief Executive Officer effective September 3, 2024 upon Mr.

McKinlay's retirement.

Polet was appointed Chief Executive Officer effective September 3, 2024.

Polet was issued 750,000 RSUs that vest annually on the anniversary date.

These RSUs and related dividends had an intrinsic value of $4,519 and $392, respectively.

McKinlay retired from the chief executive officer position May 2024 and was given a separation payment of his expected bonus for 2024 (other compensation) as well as half his annual salary to provide certain consulting services to the Company.

He will receive another payment of half his salary in 2025.

He had been appointed as chief executive officer on July 31, 2022.

In 2023, the Compensation Committee approved an adjustment to Mr.

McKinlay's base salary to $400 per annum and that resulted in a lump sum payment in February 2023 of $56 (based on a deemed retroactive adjustment to August 2022).

This lump sum payment is included in Mr.

McKinlay's compensation for 2023.

Sparks, all other compensation includes director fees of $35 and $105 in 2024 and 2023, respectively.

2 unchanged sentences

Gaither was appointed Chief Operations Officer effective February 9, 2023.

Prior to such appointment, Tom McKinlay served in this role.

Represents the grant date valuation of the awards under ASC Topic 718 Stock Compensation.

Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements included elsewhere herein.

Represents the grant date valuation of the awards under ASC Topic 718, Stock Compensation .

Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements included elsewhere herein.

Includes contributions (including accrued contributions) to vested and unvested defined contribution plans, apartment benefits for Mr.

Polet and Mr.

Lyon, automobile benefits for Mr.

Lyon, jet card benefit for Mr.

Polet, automobile benefits for Mr.

Lyon, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person.

1 unchanged sentence

For 2025, the value of all other compensation not a perquisite or personal benefit in excess of $10 was for 401(k) match and the 2024 401(k) true-up for $0 to Mr.

Polet, $19 to Mr.

McKinlay, $19 to Mrs.

Polet , $11 to Mrs.

Sparks, $12 to Mr.

5 unchanged sentences

The RSUs were estimated at $4,519 and will be recognized as compensation expense over the vesting period.

The compensation expense recorded in 2024 was $392.

The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings and an increase in additional paid in capital in 2024.

The compensation expense recorded in 2025 and 2024 was $1,092 and $392, respectively.

The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings and an increase in additional paid in capital.

In 2025, the Company issued 5,012 shares of restricted stock to each of Ms.

Sparks and Mr.

The awards vest 33% each year over a three-year period.

Outstanding Equity Awards at Fiscal Year-End

10 unchanged sentences

Market Value of Number of Unearned RSUs That Have Not Vested $

Tom McKinlay (a)

Roeland Polet (b)

(a) In January 2020, we granted 24,000 stock options to Tom McKinlay as our chief operating officer.

The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for the Company’s common stock as of the grant date as reported by the New York Stock Exchange.

The options awarded vested immediately and expire on January 21, 2025.

See Note 17 to our consolidated financial statements for a discussion of the Company’s plan-based awards.

(b) In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement.

Roeland Polet (a)

(a) In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement.

The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024.

13 unchanged sentences

Compensation of Directors

For 2024, our directors received an annual fee of $50, prorated if their service was for less than the full year.

For the first quarter of 2025, our non-employee director compensation program consisted of the following:

directors received an annual fee of $50, prorated if their service was for less than the full year.

Committee heads received an additional $25 (chairman of the board), $20 (audit committee chairman), or $10 (other committee chairmen), on an annual basis, again prorated if serving as committee chairman for less than the full year.

The Compensation Committee also approved the payment to our directors of $5 for each board meeting and $2.5 for each committee meeting, whether attended in person or telephonically.

The following was the compensation paid to our directors for 2024.

The Compensation Committee also approved the payment to our non-employee directors of $5 for each board meeting and $2.5 for each committee meeting, whether attended in person or telephonically.

Effective April 1, 2025, the Compensation Committee and the board modified our non-employee director compensation program to provide for an annual fee of $47.5, prorated if their service was for less than the full year.

Committee heads received an additional $30 (chairman of the board), $15 (audit committee chairman), $10 (compensation committee chairman), or $7.5 (other committee chairmen), on an annual basis, again prorated if serving as committee chairman for less than the full year.

The Compensation Committee also approved the payment to our non-employee directors of $2.5 for each committee meeting, whether attended in person or telephonically.

Each non-employee director receives an annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant on the date of the Company’s annual meeting of stockholders.

Upon the appointment of a new director to the Board, such director receives a grant of options to purchase up to 10,000 shares of the Company’s Common Stock pursuant and subject to the terms and conditions of the Incentive Plan.

The following was the compensation paid to our non-employee directors for 2025.

Polet, as our Chief Executive Officer, does not receive compensation for his service as chairman of the board or as a member of the board.

Summary Compensation of Directors Table

4 unchanged sentences

Terrance C.Z.

Alain Louvel*

Novelly, II**

G Bruce Greer

Alain Louvel resigned from the board in February 2024 and Mrs.

Rose Sparks resigned in July 2024.

Novelly's term as a director ended at the 2024 annual meeting of the Company's stockholders.

Novelly, II (b)(d)

Kruszewski (d)

G Bruce Greer (d)

Egger retired from the Board of Directors effective as of November 11, 2025.

Director fees were designated to be paid to a charitable organization by P.A.

Novelly, II in the amount of $66.9 .

During 2024, the compensation committee reviewed the compensation structure and determined to modify it as follows for 2025:

An annual cash retainer fee of $95 per director;

Additional annual cash retainer fee of $60 for our chairman;

Additional annual retainer fee of $30 for the chairman of the Audit Committee;

Additional annual retainer fee of $20 for the chairman of the Compensation Committee;

Additional annual retainer fee of $15 for the chairman of any other committee of the board;

Per meeting fee of $7.5 for each meeting of the board attended by a director in person or remotely, subject to a maximum annual, aggregate fee of $45;

Per meeting fee of $7.5 for each meeting of a committee of the board attended by a committeeperson in person or remotely;

An annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant for 2024 to be in December 2024 and thereafter on the date of the Company’s annual meeting of stockholders;

Upon the appointment of a new director to the Board, such director shall receive a grant of options to purchase up to 10,000 shares of the Company’s Common Stock pursuant and subject to the terms and conditions of the Plan.

Butcher was appointed to the Board of Directors on April 3, 2025.

In November 2025, we granted annual stock awards of 5,000 restricted shares to each member of the Board of Directors pursuant to the Incentive Plan.

The restricted shares vest in four equal installments beginning March 31, 2026 and ending on November 18, 2026.

In December 2025, the compensation committee reviewed the compensation structure and recommended to the board, which the board approved, a modification to the structure to provide for an annual $20 to be paid to any Lead Independent Director then serving and to provide for an annual grant of options to purchase up to 10,000 shares of the Company’s Common Stock pursuant and subject to the terms and conditions of the Incentive Plan, to be issued as of the close of business two business days following the filing of the Company’s Annual Report on Form 10-K.

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2025, with respect to our directors.

4 unchanged sentences

Unexercisable

Ron Kruszewski

G Bruce Greer

In August 2024, March 2024 and August 2022, we granted a total of 10,000, 10,000 and 20,000, respectively, stock options to our new board members.

Novelly, II (a)(b)

Kruszewski (a)(b)

G Bruce Greer (a)(b)

Butcher (a)(b)

In April 2025, August 2024, March 2024 and August 2022, we granted a total of 10,000, 10,000, 10,000 and 20,000, respectively, stock options to our new board members.

The options awarded vested immediately and expire on August 13, 2029, March 18, 2029 and August 1, 2027, respectively.

The options awarded vested immediately and expire on April 3, 2030, August 13, 2029, March 18, 2029 and August 1, 2027, respectively.

See Note 17 to our consolidated financial statements for a discussion of the Company’s plan-based awards.

In November 2025, we granted annual stock awards of 5,000 restricted shares to each member of the Board of Directors pursuant to the Incentive Plan.

The restricted shares vest in four equal installments beginning March 31, 2026 and ending November 18, 2026.

Compensation Committee Interlocks and Insider Participation

2 unchanged sentences

Egger, Paul M.

Manheim, and Dale E.

Manheim, Pamela R.

Butcher and Dale E.

The committee was chaired by Mr.

Bedell resigned from the Compensation Committee in June 2025 and was replace by Ms.

Egger retired from the board of directors and the Compensation Committee as of November 2025.

None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2025 (other than the payment of directors’ fees and other compensation, as noted above, solely in their capacity as directors).

Novelly, II, Mr.

Bedell (our chairman and the chair of our Nominating/Corporate Governance Committee), and Mr.

Manheim (one of our directors and the chair of the Audit Committee) are directors of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

Bedell, and Mr.

Manheim (chair of the Audit Committee) are directors of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

World Point Terminals, Inc.

3 unchanged sentences

Based on this review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Cole (Chair), Donald C.

Bedell, Terrance C.Z.

Egger, and Paul M.

Cole (Chair), Paul M.

Manheim, and Pamela R.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

6 unchanged sentences

The following additional information regarding the Incentive Plan is 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

Security Ownership of Certain Beneficial Owners

As of the date of this report, 43,763,243 shares of our common stock are issued and outstanding, and we have no other securities issued and outstanding.

As of the date of this report, 43,863,507 share s of our common stock are issued and outstanding, and we have no other securities issued and outstanding.

The shares of common stock are our only voting securities issued and outstanding.

The following table sets forth the number and percentage of shares of common stock owned by all persons known by us to be the beneficial owners of more than 5% of shares of our common stock as of February 25, 2024.

Name and Address of Beneficial Owner

2 unchanged sentences

Clayton, MO 63105

Dimensional Fund Advisors LP (b)

6300 Bee Cave Road, Building One

Austin, TX 78746

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

Includes 17,085,100 shares of common stock held by St.

3 unchanged sentences

Also includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 23, 2025.

According to the filing, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”).

In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-advisor to certain Funds.

In its role as investment advisor, sub-advisor and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds.

However, all securities reported above are owned by the Funds.

Dimensional reported power to vote or to direct the vote of 2,166,257 shares and sole power to dispose or to direct the disposition of 2,218,292 shares.

Dimensional disclaims beneficial ownership of such securities.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 31, 2024.

According to the filing, BlackRock, Inc.

filed the Schedule 13G amendment as the parent holding company or control person of Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., and BlackRock Investment Management, LLC.

BlackRock, Inc.

reported sole voting power over 2,179,664 shares and sole dispositive power over 2,226,538 shares.

Security Ownership of Management

4 unchanged sentences

Roeland Polet (b)

Krusweski (d)

Kruszewski (d)

G Bruce Greer (d)

Richard P Rowe (d)

Terrance C.Z.

All directors and executive officers

7 unchanged sentences

Novelly II as director under the Incentive Plan.

Includes 750,000 RSUs subject to certain vesting conditions.

Includes 750,000 RSUs subject to certain vesting conditions, of which 95,478 RSUs have vested.

Includes 2,500 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr.

17 unchanged sentences

Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

Lyon and the Company agreed to terminate his employment effective as of March 31, 2025.

Change in Control

19 unchanged sentences

Director Independence

The SEC has promulgated Rule 10A-3, which sets forth the independence requirements for members of an audit committee.

The SEC has promulgated Rule 10A-3, which sets forth the independence requirements for members of a n audit committee.

The following members of our board of directors are independent under the SEC’s definitions of independence:

Terrance C.Z.

Each member of our board of directors’ Compensation, Audit, and Nominating/Corporate Governance Committees are comprised of directors who are independent under the definition of independence adopted by the NYSE.

1 unchanged sentence

During fiscal 2025, we incurred $553,052 and $71,271 for audit and financial statement review services from Grant Thornton LLP and RSM US LLP, respectively.

During fiscal 2023, we incurred $445,000 for audit and financial statement review services from RSM US LLP.

During fiscal 2024, we incurred $519,117 and $146,000 for audit and financial statement review services from Grant Thornton LLP and RSM US LLP, respectively.

Audit-Related Fees

During fiscal 2024 we incurred $21,000 employee benefit plan audit procedures from Grant Thornton LLP.

During fiscal 2023, we incurred $16,000 for employee benefit plan audit procedures from RSM US LLP.

During fiscal 2025 and 2024, we incurred $23,850 and $21,000, respectively, for employee benefit plan audit procedures from Grant Thornton LLP.

During fiscal 2025 and 2024, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from Grant Thornton LLP or RSM US LLP.

47 unchanged sentences

Omnibus Incentive Plan (incorporated by reference to Appendix A to Schedule 14A filed July 26,2017)

Amended and Restated Credit Agreement dated as of March 30, 2020 by and among FutureFuel Corp.

and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Regions Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.20 to Form 10-Q filed May 8, 2020)

Second Amended and Restated Credit Agreement

Second Amended and Restated Credit Agreement dated as of February 21, 2025 by and among FutureFuel Corp.

and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party there to, and Regions Bank, as administrative agent and collateral agent (incorporated by references to Exhibit No.

10.8 to Form 10-K filed March 31, 2025).

First Amendment to Second Amended and Restated Credit Agreement dated as of July 25, 2025 by and among FutureFuel Corp.

Second Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2025 by and among FutureFuel Corp.

Form of Option Agreement (incorporated by reference to Exhibit No 10.2 to Form 10-Q filed August 8, 2022).

Separation and Release Agreement by and between Tom McKinlay and the Company dated May 24, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 29, 2024).

Employment Agreement, dated August 16, 2024, by and between Roeland Polet and FutureFuel Corp.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2024).

Form of Restricted Stock Award Agreement (Non-Employee Directors)

Form of Stock Unit Award Agreement (Employee)

FutureFuel Corp.- Preferability Letter of Grant Thornton LLP

Form of Restricted Stock Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025).

Form of Stock Unit Award Agreement (Employee) (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025).

FutureFuel Corp.

25 unchanged sentences

/s/ Roeland Polet

Roeland Polet, Chief Executive Officer

Roeland Polet, Chief Executive Officer, Principal Executive Officer, Chairman and Director

Sparks, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer

/s/ Donald C.

Bedell, Chairman and Director

Bedell, Director

Manheim, Director

Cole, Director

/s/ Terrance C.Z.

Terrance C.Z.

Egger, Director

Kruszewski, Director

4 unchanged sentences

Rowe, Director

/s/ Pamela R.

Butcher, Director

March 16, 2026

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