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Form 8-K

sec.gov

8-K — HUDSON TECHNOLOGIES INC /NY

Accession: 0001104659-26-119627

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000925528

SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2628306d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628306d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2628306d1_8k.htm · Sequence: 1

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0000925528

HUDSON TECHNOLOGIES INC /NY

0000925528

2026-10-28

2026-10-28

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

DC 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)

October 28, 2026

Hudson

Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-13412

13-3641539

(Commission File Number)

(IRS Employer Identification No.)

300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey

07677

(Address of Principal Executive Offices)

(Zip Code)

(845) 735-6000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

HDSN

Nasdaq Capital Market

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))

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 October 28, 2026, Hudson Technologies, Inc. (the “Company”)

issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2026. A copy of the

press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1

Press Release issued October 28, 2026

Exhibit 104

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

2

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.

Date: October 28, 2026

HUDSON TECHNOLOGIES, INC.

By:

/s/ Brian J. Bertaux

Name:

Brian J. Bertaux

Title:

Chief Financial Officer & Secretary

3

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628306d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

HUDSON

TECHNOLOGIES REPORTS THIRD QUARTER 2026 RESULTS

Entered into Joint Development Agreement to Advance

Next-generation Separation Technology

Re-awarded DLA contract valued at $210 million

Debt-free with $35.3 million in cash

Maintaining Full Year Gross Margin Target

Third-Quarter

2026 Financial Summary:

• Revenue of $59.4 million

o Sales Volume: (9%)

o Pricing: (17%)

• Gross margin of 25%

• Net income of $2.0 million, or diluted earnings per share of $0.05

WOODCLIFF

LAKE, NJ – OCTOBER 28, 2026 – Hudson Technologies, Inc. (NASDAQ: HDSN) announced its financial results for the

third quarter and nine-month period ended September 30, 2026.

Ken Gaglione, President

and Chief Executive Officer of Hudson Technologies, said, “We continued to execute our priorities and advance strategic initiatives

to strengthen Hudson’s competitive position and long-term growth prospects. During the quarter, we entered into a joint development

agreement with Icorium for advanced next-generation separation technology that has the potential to enable the more efficient separation

of complex, mixed refrigerants, enhancing our existing distillation technology. Additionally, we made solid progress in the quarter advancing

our internal efforts to expand our operating capacity and capabilities. Together, these actions reinforce our confidence in Hudson’s

ability to build on its established market position as industry conditions evolve.

“Third-quarter

revenue reflected continued softness in HFC market pricing and lower sales volume. In this market landscape, we prioritized profitable

sales and cost containment, enabling us to achieve gross margin of 25%, roughly consistent with gross margin in the second quarter of

2026. Despite the challenging pricing environment, we were pleased to achieve volume growth of 9% in the nine-month selling season, reflecting

our leadership position and the strength of our customer relationships.

“We further strengthened our debt-free balance

sheet during the quarter, ending with $35 million in cash. As we move through the fourth quarter and prepare for 2027, we remain focused

on our core refrigerant sales, recovery and reclamation activities while strategically positioning the Company in our evolving industry.

Our longstanding relationships, technical expertise and financial flexibility provide a strong foundation to expand our service offerings,

enhance our competitive positioning and reduce our exposure to fluctuations in refrigerant pricing,” Mr. Gaglione concluded.

Three Months Results

For the quarter ended

September 30, 2026, Hudson reported:

Revenue was $59.4 million,

compared with $74.0 million in the comparable 2025 period reflecting a 9% decrease in sales volume and a 17% decrease in selling prices.

Revenue reflected continued softness in HFC market pricing and lower sales volume as muted customer demand and adequate refrigerant inventories

compressed sales activity against the prior-year period that benefited from broad refrigerant price increases amid supply chain constraints

related to the EPA-mandated transition to HFO refrigerants.

Gross margin was 25%,

compared with 32% in the third quarter of 2025 primarily reflecting 17% lower refrigerant market pricing following the elevated pricing

environment in the prior-year quarter.

Selling, general and

administrative expenses were $10.8 million, compared with $8.9 million in the third quarter of 2025. The increase reflected continued

investment in optimizing the ERP system launched earlier this year, as well as additional staffing and consulting resources supporting

the Company’s longer-term value-creation initiatives.

Net income was $2.0 million, or $0.05 per

basic and diluted share, compared with $12.4 million, or $0.28 per basic and $0.27 per diluted share, in the third quarter of 2025.

Nine Months Results

For the nine months ended

September 30, 2026, Hudson reported:

Revenue was $197.9 million,

compared with $202.2 million in the first nine months of 2025. Strong 9% sales volume growth substantially offset a 9% decline in selling

prices relative to the prior-year period, which benefited from broad refrigerant price increases amid the supply chain constraints described

above.

Gross margin was 24%,

compared with 29% in the first nine months of 2025. The decline in gross margin was two-fold, reflecting lower refrigerant market pricing

related to the previously noted increase in refrigerant prices in the 2025 period and increased operating costs, primarily fuel costs.

Selling, general and

administrative expenses were $32.8 million, compared with $26.3 million in the first nine months of 2025, reflecting increased operational,

legal, staffing, and consulting investments supporting the Company’s strategic priorities.

Net income was $7.3 million, or $0.17 per

basic and diluted share, compared with $25.3 million, or $0.58 per basic and $0.56 per diluted share, in the first nine months of 2025.

At September 30, 2026 the Company reported $35.3 million in cash and

cash equivalents.

Full Year Gross Margin Guidance

The Company continues to expect full-year

2026 gross margin in the low-to-mid-twenty percent range, consistent with its previously announced target.

Conference Call Information

Hudson Technologies will host a conference call

and webcast today, Wednesday, October 28, 2026 at 5:00 p.m. Eastern Time to discuss the Company’s third-quarter 2026 results.

Please visit this link

at least 5 minutes prior to the scheduled start time in order to register and receive dial-in and webcast details.

A replay of the teleconference

will be available until November 27, 2026, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331.

Callers should use conference ID: 54581.

About Hudson Technologies

Hudson Technologies, Inc. is a leading provider

of innovative and sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration industry.

For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the first in the

United States and largest refrigerant reclaimers through multimillion dollar investments in the plants and advanced separation technology

required to recover a wide variety of refrigerants and restoring them to Air-Conditioning, Heating, and Refrigeration Institute standard

for reuse as certified EMERALD Refrigerants™. The Company's products and services are primarily used in aftermarket service of commercial

air conditioning, industrial processing and refrigeration systems. These include refrigerant and industrial gas sales, refrigerant management

services consisting primarily of recovery and reclamation of refrigerants and RefrigerantSide® Services performed at a customer's

site, consisting of system decontamination to remove moisture, oils and other contaminants. The Company’s Chiller Chemistry®

and Chill Smart® services are predictive and diagnostic service offerings. As a component of the Company’s products and services,

the Company also generates carbon offset projects.

Safe Harbor Statement under the Private Securities Litigation Reform

Act of 1995

Statements contained

herein which are not historical facts constitute forward-looking statements. Such forward-looking statements involve a number of known

and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be

materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes in the demand and price

for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of, refrigerants), the Company's

ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer

arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing

products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential

environmental liability, customer concentration, the ability to obtain financing, the ability to meet financial covenants under its existing

credit facility, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits

and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States,

including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest

and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully

integrate any assets it acquires from third parties into its operations, and other risks detailed in the Company's 10-K for the year ended

December 31, 2025 and other subsequent filings with the Securities and Exchange Commission. The words "believe", "expect",

"anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was

made.

Investor Relations Contact:

John Nesbett/Jennifer Belodeau

IMS Investor Relations

(203) 972-9200

jnesbett@imsinvestorrelations.com

Company

Contact:

Brian J. Bertaux, CFO and Secretary

Hudson Technologies, Inc.

(845) 735-6000

bbertaux@hudsontech.com

Hudson Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(Amounts in thousands, except for share and par

value amounts)

September 30,

December 31,

2026

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 35,262

$ 39,456

Trade accounts receivable – net of allowance for credit losses of $712 and $941, respectively

29,786

17,098

Inventories

131,513

135,923

Income tax receivable

5,475

5,916

Prepaid expenses and other current assets

15,642

12,445

Total current assets

217,678

210,838

Property, plant and equipment, less accumulated depreciation

21,845

23,623

Goodwill

65,282

65,282

Intangible assets, less accumulated amortization

8,843

11,294

Right of use assets

4,206

5,290

Other assets

1,972

2,321

Total Assets

$ 319,826

$ 318,648

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 18,137

$ 21,112

Accrued expenses and other current liabilities

41,425

38,772

Accrued payroll

3,567

4,712

Other short-term liabilities

1,000

—

Total current liabilities

64,129

64,596

Deferred tax liability

6,696

4,034

Long-term lease liabilities

2,351

3,233

Long-term severance payable

326

1,595

Other long-term liabilities

800

1,800

Total Liabilities

74,302

75,258

Commitments and contingencies

Stockholders’ equity:

Preferred stock, shares authorized 5,000,000: Series A Convertible preferred stock, $0.01 par value ($100 liquidation preference value); shares authorized 150,000; none issued or outstanding

—

—

Common stock, $0.01 par value; shares authorized 100,000,000; issued and outstanding: 42,088,547 and 41,647,221, respectively

421

416

Additional paid-in capital

86,504

91,692

Retained earnings

158,599

151,282

Total Stockholders’ Equity

245,524

243,390

Total Liabilities and Stockholders’ Equity

$ 319,826

$ 318,648

Hudson Technologies, Inc. and Subsidiaries

Consolidated Statements of Income

(unaudited)

(Amounts in thousands, except for share and per

share amounts)

Three months

Nine months

ended September 30,

ended September 30,

2026

2025

2026

2025

Revenues

$ 59,422

$ 74,012

$ 197,918

$ 202,204

Cost of sales

44,622

50,338

150,580

143,651

Gross profit

14,800

23,674

47,338

58,553

Operating expenses:

Selling, general and administrative

10,809

8,883

32,774

26,318

Amortization

740

823

2,451

2,468

Total operating expenses

11,549

9,706

35,225

28,786

Operating income

3,251

13,968

12,113

29,767

Other (income) expense:

Interest expense (income)

(36 )

(792 )

(216 )

(2,019 )

Other expense (income)

71

(1,600 )

71

(1,600 )

Total other (income) expense

35

(2,392 )

(145 )

(3,619 )

Income before income taxes

3,216

16,360

12,258

33,386

Income tax expense

1,176

3,986

4,941

8,086

Net income

$ 2,040

$ 12,374

$ 7,317

$ 25,300

Net income per common share – Basic

$ 0.05

$ 0.28

$ 0.17

$ 0.58

Net income per common share – Diluted

$ 0.05

$ 0.27

$ 0.17

$ 0.56

Weighted average number of shares outstanding – Basic

42,088,547

43,652,094

42,159,455

43,778,866

Weighted average number of shares outstanding – Diluted

42,194,417

45,245,197

42,313,493

45,329,681

Hudson Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

(Amounts in thousands)

Nine months

ended September 30,

2026

2025

Cash flows from operating activities:

Net income

$ 7,317

$ 25,300

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation

2,632

2,105

Amortization of intangible assets

2,451

2,468

Gain on measurement of earn-out liability

—

(1,600 )

Lower of cost or net realizable value inventory adjustment

(2,497 )

211

Allowance for credit losses

79

300

Share based compensation

1,079

631

Amortization of deferred finance costs

170

170

Deferred tax expense

2,662

1,460

Changes in assets and liabilities:

Trade accounts receivable

(12,767 )

(12,038 )

Inventories

8,031

(1,378 )

Prepaid and other assets

(3,019 )

(8,595 )

Income taxes receivable

441

2,000

Accounts payable and accrued expenses

(2,315 )

18,347

Cash provided by operating activities

4,264

29,381

Cash flows from investing activities:

Additions to property, plant, and equipment

(2,125 )

(3,942 )

Disposal write-off of fixed assets

(71 )

—

Cash used in investing activities

(2,196 )

(3,942 )

Cash flows from financing activities:

Proceeds from issuance of common stock

—

45

Repurchase of common stock

(2,491 )

(5,820 )

Excise tax on repurchase of common stock

(3,771 )

(117 )

Cash used in financing activities

(6,262 )

(5,892 )

Increase (decrease) in cash and cash equivalents

(4,194 )

19,547

Cash and cash equivalents at beginning of period

39,456

70,134

Cash and cash equivalents at end of period

$ 35,262

$ 89,681

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 285

$ 431

Cash paid for income taxes – net

$ 1,838

$ 4,627

Property and equipment included in accrued expenses and other current liabilities

$ 50

$ 3

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Oct. 28, 2026

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HUDSON TECHNOLOGIES INC /NY

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Entity Tax Identification Number

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Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

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

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- 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

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration