Form 8-K

8-K — ASCENT INDUSTRIES CO.

Accession: 0000095953-26-000107

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0000095953

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — acnt-20260804.htm (Primary)

EX-99.1 (acnt-20260630ex991.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2026

Ascent Industries Co.

(Exact name of registrant as specified in its charter)

Delaware 0-19687 57-0426694

(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

20 N. Martingale Rd, Suite 430,

Schaumburg, Illinois 60173

(Address of principal executive offices) (Zip Code)

(630) 884-9181

(Registrant's telephone number, including area code)

Inapplicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of exchange on which registered

Common Stock, par value $1.00 per share ACNT NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition

On August 4, 2026, the Company issued a press release announcing financial information for its second quarter ended June 30, 2026. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Commission.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description of Exhibit

99.1

Earnings Press Release dated August 4, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ascent Industries Co.

Dated: August 4, 2026 By: /s/ Ryan Kavalauskas

Ryan Kavalauskas

Chief Financial Officer

EX-99.1

Filename: acnt-20260630ex991.htm · Sequence: 2

Document

Exhibit 99.1

Ascent Industries Reports Second Quarter 2026 Results; Year-Over-Year Net Sales Increase 37.6% and Adjusted EBITDA Improves by $1.8 Million

Sequentially, legacy net sales increased approximately 22% and gross margin expanded approximately 710 basis points; Midwest Graphic Sales was immediately accretive to Adjusted EBITDA.

Schaumburg, Illinois, August 4, 2026 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), a specialty chemicals platform delivering differentiated, performance-driven chemical solutions, is reporting its results for the second quarter ended June 30, 2026.

Second Quarter 2026 Summary1

(in millions, except per share and margin) Q2 2026 Q2 2025 Change

Net Sales $25.7 $18.7 37.6%

Gross Profit $5.5 $4.9 14.0%

Gross Profit Margin 21.6% 26.1% -447bps

Net Income (Loss) $0.7 $(2.4) 127.4%

Diluted Income (Loss) per Share $0.07 $(0.25) 129.3%

Adjusted EBITDA $1.5 $(0.3) +$1.8M

Adjusted EBITDA Margin 5.7% (1.8)% +745bps

______________

1On May 4, 2026, the Company closed on a transaction to acquire substantially all of the assets of Midwest Graphic Sales, Inc and Sigma Coatings, Inc. (together "Midwest"). The second quarter of 2026 included $1.9 million in net sales, no net income and $0.3 million in Adjusted EBITDA from the acquisition of Midwest.

Management Commentary

“The second quarter was one of the strongest in our recent history, reflecting continued improvement across the business,” said J. Bryan Kitchen, President and Chief Executive Officer of Ascent Industries Co. “Sequentially, legacy net sales increased approximately 22% and gross margin expanded approximately 710 basis points, while volume, average selling price, gross profit and Adjusted EBITDA also improved. Despite a specialty chemicals market that remains soft, year over year net sales increased approximately 28%, total gross profit increased 14%, and Adjusted EBITDA improved by $1.8 million. On a trailing-twelve-month basis, the company saw record highs for volume, net sales, gross profit and Adjusted EBITDA from Continuing Operations.”

"The sequential improvement in gross margin demonstrates that our optimization initiatives are beginning to translate growth into stronger earnings," Kitchen added. "Although gross margin remains below both the prior-year level and our long-term expectations, our priorities remain unchanged. Commercial execution is creating profitable growth opportunities, while our operations teams apply the same standardize, simplify and optimize playbook that transformed our operating foundation over the past two years. Growth creates the opportunity. Optimization converts that opportunity into earnings. As reported last quarter, our platform-wide optimization initiative remains on track to achieve a run-rate improvement of approximately $3 million to $5 million in annualized gross profit improvement by the end of 2026. As we continue to grow, each operational improvement expands the earnings power of the platform and compounds long-term shareholder returns."

“The successful integration of the Midwest Graphic Sales acquisition further reinforces our disciplined acquisition strategy,” Kitchen continued. “In the first two months since we closed, the business performed in line with our expectations, positively contributing to gross profit and Adjusted EBITDA. Back-office integration was completed a full quarter ahead of our original commitment, the manufacturing transition remains on schedule, and our teams are already developing opportunities beyond the original underwriting case. We are building a combined business that is more capable and more valuable than either company could have become independently.”

Kitchen concluded, “Our strategy remains unchanged. What has changed is the evidence that it is delivering the outcomes we envisioned. Over the past two years, we have systematically improved the quality of our portfolio, strengthened our commercial execution, enhanced our operational excellence and applied disciplined capital allocation. Together, these capabilities are reinforcing one another, creating a higher-quality business capable of delivering consistent growth, higher returns on invested capital and greater long-term shareholder value across market cycles.”

Second Quarter 2026 Financial Results

Net sales from continuing operations were $25.7 million compared to $18.7 million in the second quarter of 2025. The increase was a result of increases in volume and average selling prices.

Gross profit from continuing operations increased 14.0% to $5.5 million, or 21.6% of net sales, compared to $4.9 million, or 26.1% of net sales, in the second quarter of 2025. The increase in dollars was primarily driven by increases in cost recovery in the period due to increased production, reductions in utilities, and repairs and maintenance partially offset by increases in labor and overhead.

Net income from continuing operations increased to $0.7 million compared to a net loss of ($2.4) million in the second quarter of 2025. Diluted earnings per share increased to $0.07 in the second quarter of 2026 compared to a diluted loss per share of ($0.25) in the second quarter of 2025.

Adjusted EBITDA from continuing operations increased to $1.5 million in the second quarter of 2026, with adjusted EBITDA margin increasing to 5.7% compared to (1.8)% in the prior year period. The increase was primarily driven by the aforementioned increase in gross profit as well as reductions in SG&A in the current year.

Liquidity

As of June 30, 2026, the Company had $28.1 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $17.9 million in availability under its revolving credit facility.

For the quarter ended June 30, 2026, the Company repurchased 209,868 shares at an average cost of $13.80 per share for approximately $2.9 million.

Conference Call

Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the second quarter ended June 30, 2026.

Ascent management will host the conference call, followed by a question-and-answer period.

Date: Tuesday, August 4, 2026

Time: 5:00 p.m. Eastern time

Live Call Registration Link: Here

Webcast Registration Link: Here

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Investor Relations at 1-630-884-9181.

The conference call will also be broadcast live and available for replay via the webcast registration link above. The webcast will be archived for one year in the investor relations section of the Company’s website at www.ascentco.com.

About Ascent Industries Co.

Ascent Industries Co. (Nasdaq: ACNT) is a specialty chemicals platform delivering differentiated, performance-driven chemical solutions. For more information about Ascent, please visit its website at www.ascentco.com.

Forward-Looking Statements

This press release may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions. The forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from

historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in Ascent Industries Co.’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.

Non-GAAP Financial Information

Financial statement information included in this earnings release includes non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP measures to GAAP measures.

We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Investor Relations

1-630-884-9181

investorrelations@ascentco.com

Ascent Industries Co.

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)

(Unaudited)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 28,069 $ 57,606

Accounts receivable, net of allowance for credit losses of $119 and $1,004, respectively

18,642 10,040

Advances and other receivables 5,406 5,389

Inventories 10,488 8,742

Prepaid expenses and other current assets 2,115 1,243

Total current assets 64,720 83,020

Property, plant and equipment, net 15,693 15,762

Right-of-use assets, operating leases, net 9,074 9,368

Goodwill 4,735 —

Intangible assets, net 10,008 2,833

Deferred income taxes 279 —

Deferred charges, net 301 401

Other non-current assets, net 1,506 553

Total assets $ 106,316 $ 111,937

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 9,125 $ 5,490

Accrued expenses and other current liabilities 3,689 5,389

Deferred revenue 34 —

Current portion of note payable 997 433

Current portion of operating lease liabilities 754 712

Current portion of finance lease liabilities 340 331

Total current liabilities 14,939 12,355

Long-term portion of operating lease liabilities 11,105 11,496

Long-term portion of finance lease liabilities 635 808

Deferred income taxes — 241

Other long-term liabilities 41 45

Total non-current liabilities 11,781 12,590

Total liabilities $ 26,720 $ 24,945

Commitments and contingencies

Shareholders' equity:

Common stock, par value $1 per share; 24,000,000 shares authorized; 9,009,453 and 9,400,898 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

$ 11,085 $ 11,085

Capital in excess of par value 47,791 48,276

Retained earnings 44,476 45,786

103,352 105,147

Less: cost of common stock in treasury - 2,075,650 and 1,684,205 shares, respectively

(23,756) (18,155)

Total shareholders' equity 79,596 86,992

Total liabilities and shareholders' equity $ 106,316 $ 111,937

Note: The condensed consolidated balance sheets at December 31, 2025 have been derived from the audited consolidated financial statements at that date.

Ascent Industries Co.

Condensed Consolidated Statements of Income (Loss)

($ in thousands, except per share data)

(Unaudited) (Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net sales $ 25,667 $ 18,652 $ 45,083 $ 36,486

Cost of sales 20,119 13,786 36,723 28,553

Gross profit 5,548 4,866 8,360 7,933

Selling, general and administrative 5,527 6,444 10,650 11,315

Research and development 107 — 170 —

Acquisition costs and other 176 31 177 268

Asset impairments — 1,622 — 1,622

Gain on lease modification — (544) — (544)

Operating loss from continuing operations (262) (2,687) (2,637) (4,728)

Other expense (income)

Interest (income) expense, net (155) (15) (448) 99

Other, net (176) (136) (392) (285)

Income (loss) from continuing operations before income taxes 69 (2,536) (1,797) (4,542)

Income tax benefit (601) (89) (487) (89)

Income (loss) from continuing operations 670 (2,447) (1,310) (4,453)

Income from discontinued operations, net of tax — 8,733 — 8,446

Net income (loss) $ 670 $ 6,286 $ (1,310) $ 3,993

Net income (loss) per common share from continuing operations:

Basic $ 0.07 $ (0.25) $ (0.14) $ (0.45)

Diluted $ 0.07 $ (0.25) $ (0.14) $ (0.45)

Net income per common share from discontinued operations:

Basic $ — $ 0.90 $ — $ 0.85

Diluted $ — $ 0.90 $ — $ 0.85

Net income (loss) per common share:

Basic $ 0.07 $ 0.65 $ (0.14) $ 0.40

Diluted $ 0.07 $ 0.65 $ (0.14) $ 0.40

Weighted average shares outstanding:

Basic 9,047 9,751 9,232 9,913

Diluted 9,114 9,751 9,232 9,913

Adjusted EBITDA1

$ 1,451 $ (335) $ 489 $ (802)

1We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Ascent Industries Co.

Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income (loss) $ (1,310) $ 3,993

Income from discontinued operations, net of tax — 8,446

Net loss from continuing operations (1,310) (4,453)

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

Depreciation expense 1,737 1,870

Amortization expense 490 306

Amortization of debt issuance costs 100 179

Asset impairments — 1,622

Deferred income taxes (487) (90)

Reduction of losses on accounts receivable (961) (506)

Non-cash lease expense (51) (1)

Stock-based compensation expense 366 222

Changes in operating assets and liabilities:

Accounts receivable and advances (6,458) (4,908)

Inventories (1,134) (939)

Other assets and liabilities (783) (1,937)

Accounts payable 2,584 (1,712)

Accrued expenses (2,006) 1,387

Accrued income taxes 189 19

Net cash used in operating activities - continuing operations (7,724) (8,941)

Net cash provided by operating activities - discontinued operations — 6,845

Net cash used in operating activities (7,724) (2,096)

Cash flows from investing activities:

Purchases of property, plant and equipment (1,176) (466)

Acquisitions, net of cash acquired (13,536) —

Net cash used in investing activities - continuing operations (14,712) (466)

Net cash provided by investing activities - discontinued operations — 54,425

Net cash provided by (used in) investing activities (14,712) 53,959

Cash flows from financing activities:

Borrowings from credit facilities 54,850 89,670

Proceeds from note payable 997 1,085

Proceeds from exercise of stock options 398 —

Payments on credit facilities (54,850) (89,670)

Payments on note payable (433) (370)

Principal payments on finance lease obligations (163) (144)

Repurchase of common stock (6,850) (8,044)

Net cash used in financing activities - continuing operations (6,051) (7,473)

Net cash used in financing activities - discontinued operations — (19)

Net cash used in financing activities (6,051) (7,492)

Increase (decrease) in cash, cash equivalents and restricted cash (28,487) 44,371

Cash, cash equivalents and restricted cash, beginning of period 57,606 16,108

Cash, cash equivalents and restricted cash, end of period $ 29,119 $ 60,479

Ascent Industries Co.

Non-GAAP Financial Measures Reconciliation

Reconciliation of Net Income (Loss) to Adjusted EBITDA

($ in thousands)

(Unaudited) (Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

($ in thousands) 2026 2025 2026 2025

Consolidated

Net income (loss) from continuing operations $ 670 $ (2,447) $ (1,310) $ (4,453)

Adjustments:

Interest (income) expense, net (155) (15) (448) 99

Income taxes (601) (89) (487) (89)

Depreciation 877 893 1,737 1,870

Amortization 373 153 490 306

EBITDA 1,164 (1,505) (18) (2,267)

Acquisition costs and other 176 31 177 268

Shelf registration costs — — 14 —

Asset impairments — 1,622 — 1,622

Gain on lease modification — (544) — (544)

Stock-based compensation 137 86 270 120

Non-cash lease expense (26) (25) (51) (1)

Restructuring and severance costs — — 97 —

Adjusted EBITDA $ 1,451 $ (335) $ 489 $ (802)

% sales 5.7 % (1.8) % 1.1 % (2.2) %

Specialty Chemicals

Net income (loss) $ 656 $ 1,499 $ (1,486) $ 2,237

Adjustments:

Interest expense, net 13 15 25 32

Depreciation 835 878 1,652 1,840

Amortization 373 153 490 306

EBITDA 1,877 2,545 681 4,415

Acquisition costs and other — — — 92

Stock-based compensation 24 — 54 —

Non-cash lease expense (15) (5) (30) 3

Restructuring and severance costs — — 38 —

Specialty Chemicals Adjusted EBITDA $ 1,886 $ 2,540 $ 743 $ 4,510

% segment sales 7.3 % 13.6 % 1.6 % 12.4 %

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

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