Form 8-K
8-K — GENCOR INDUSTRIES INC
Accession: 0001193125-26-251421
Filed: 2026-06-01
Period: 2026-05-19
CIK: 0000064472
SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d135716d8k.htm (Primary)
EX-99.1 (d135716dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d135716d8k.htm · Sequence: 1
8-K
GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-05-19 2026-05-19
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: May 19, 2026
(Date of earliest event reported)
GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-11703
59-0933147
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5201 North Orange Blossom Trail, Orlando, Florida 32810
(Address of principal executive offices) (Zip Code)
(407) 290-6000
(Registrant’s telephone number, including area code)
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:
☐
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(s)
Name of each exchange
on which registered
Common Stock ($.10 Par Value)
GENC
NYSE American LLC
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 19, 2026, Gencor Industries, Inc. (the “Company”) received a notice (the “Delinquency Notification”) from NYSE Regulation (the “NYSE”) indicating the Company was not in compliance with the NYSE American LLC (“NYSE American”) continued listing standards as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (“SEC”) prior to May 18, 2026, the end of the extension period provided by Form 12b-25, and as a result was subject to the procedures set forth in Section 1007 of the NYSE American Company Guide.
The NYSE informed the Company that, under the rules of the NYSE American, the Company had an initial six-month period from the Form 10-Q filing due date of May 18, 2026, to regain compliance with the NYSE American listing standards by filing the Form 10-Q and any subsequently delayed filings with the SEC.
The NYSE further noted that, if the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the Company’s specific circumstances. The Delinquency Notification also provides that the NYSE may nevertheless commence suspension and delisting proceedings at any time if it deems that the circumstances warrant.
The Company currently expects to file the Form 10-Q within the six-month period granted by the Delinquency Notification; however, there can be no assurance that the Form 10-Q will be filed within such period.
Item 7.01. Regulation FD Disclosure.
A press release, dated June 1, 2026, disclosing the Company’s receipt of the Delinquency Notification referenced above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Caution Concerning Forward Looking Statements - This Current Report on Form 8-K and our other communications and statements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company’s control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Current Report on Form 8-K. The Company does not undertake to update any forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release of Gencor Industries, Inc., dated June 1, 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.
GENCOR INDUSTRIES, INC.
June 1, 2026
By:
/s/ Marc G. Elliott
Marc G. Elliott, President and Chairman of the Board
EX-99.1
EX-99.1
Filename: d135716dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Gencor Announces Receipt of NYSE Regulation Notice Regarding Late Filing of the Quarterly Report on Form 10-Q for
the period Ended March 31, 2026
Gencor Industries Inc.
ORLANDO, Fla., June 1, 2026 (GLOBE NEWSWIRE) — Gencor Industries, Inc. (the “Company”) (NYSE American: GENC) announced that on
May 19, 2026 it received a filing delinquency notification (the “Delinquency Notification”) from the NYSE Regulation (the “NYSE”) indicating that, as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) by the filing due date of
May 18, 2026, the Company is not in compliance with NYSE American LLC’s (“NYSE American”) continued listing standards and is now subject to the procedures and requirements set forth in Section 1007 of the NYSE American
Company Guide. The receipt of the Delinquency Notification has no immediate effect on the listing or trading of the Company’s common stock on NYSE American.
The NYSE informed the Company that, under NYSE rules, the Company has six months from the Form 10-Q filing due date of
May 18, 2026, to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. The NYSE further noted that, if the Company fails to file the Form
10-Q within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending
on the Company’s specific circumstances. The Delinquency Notification also notes that the NYSE may nevertheless commence suspension and delisting proceedings at any time if it deems that the circumstances warrant.
The Company currently expects to file the Form 10-Q within the six-month
period granted by the Delinquency Notification; however, there can be no assurance that the Form 10-Q will be filed within such period.
Gencor Industries is a diversified heavy machinery manufacturer for the production of highway construction materials and equipment and environmental
control machinery and equipment used in a variety of applications.
Caution Concerning Forward Looking Statements - This press release and our
other communications and statements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and
are subject to change based on various factors, many of which are beyond the Company’s control. Actual results may differ materially depending on a variety of important factors, including the financial condition of the Company’s
customers, changes in the economic and competitive environments and demand for the Company’s products. In addition, the impact of the invasion by Russia into Ukraine and the conflict between Israel and Hamas, including hostilities involving
Iran, as well as actions taken by other countries, including the U.S., in response to such conflicts, could result in a disruption in our supply chain and higher costs of our products. The words “may,” “could,”
“should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are
intended to identify forward-looking statements.
For information concerning these factors and related matters, see the following sections of the
Company’s Annual Report on Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all
potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this press release. The Company does not undertake to update any forward-looking statements, except as required by law.
Unless the context otherwise indicates, all references in this press release to the “Company,” “Gencor,” “we,”
“us,” or “our,” or similar words are to Gencor Industries, Inc. and its subsidiaries.
Contact: Marc Elliott, President
407-290-6000
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