Form 8-K

8-K — FUEL TECH, INC.

Accession: 0001437749-26-034676

Filed: 2026-11-03

Period: 2026-11-03

CIK: 0000846913

SIC: 3564 (INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ftek20261022_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1030252.htm)

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0000846913

2026-11-03

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) November 3, 2026

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-33059

(Commission

File Number)

20-5657551

(IRS Employer

Identification No.)

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

(Address and telephone number of principal executive offices)

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

FTEK

NASDAQ

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 provision:

☐

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 November 3, 2026, Fuel Tech, Inc. ("Fuel Tech” or the “Registrant”) issued a press release which contained, among other things, an announcement of Fuel Tech's financial results for the fiscal quarter ended September 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.

Exhibit No. Description

99.1 Release of Fuel Tech, Inc. dated November 3, 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.

Fuel Tech, Inc.

(Registrant)

Date: November 3, 2026

By:

/s/ Ellen T. Albrecht

Ellen T. Albrecht

Vice President, Chief Financial Officer

and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1030252.htm · Sequence: 2

ex_1030252.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

FUEL TECH REPORTS 2026 THIRD QUARTER FINANCIAL RESULTS; OUTLINES FRAMEWORK FOR SUSTAINABLE GROWTH AND VALUE CREATION

WARRENVILLE, Ill., - November 3, 2026 – Fuel Tech, Inc. (NASDAQ: FTEK), a technology company using advanced engineering processes to provide emissions control systems and water treatment technologies in utility and industrial applications, today reported financial results for the third quarter ended September 30, 2026 and outlined a framework designed to support sustainable growth and value creation.

“Higher third quarter sales and continued backlog growth reflect the demand for our services and our progress in converting promising opportunities into new awards,” said Ramesh Nuggihalli, President and Chief Executive Officer. “This momentum underscores the relevance of our technology portfolio to customers’ evolving environmental and operational priorities and improves our visibility into future performance. Our strong financial position provides the resources and flexibility to drive long-term our growth.”

He continued, “Since joining Fuel Tech in August, I have developed a strong appreciation for the quality of our people, the breadth and value of our technology portfolio, our global reach and the attractive markets we serve. Our focus now is to convert these strengths into sustainable, above-market growth. We intend to pursue organic growth initiatives by deepening Fuel Tech’s presence in our core markets and pursuing burgeoning power infrastructure opportunities that support data center and AI infrastructure construction, as well as water and wastewater treatment. We are also focused on select M&A through a holistic, bottom-up strategy which identifies opportunities that strengthen our product portfolio and expand our channel presence.

“This is an active and ongoing process that will take time to fully implement, but the direction is clear. We are aligning our resources behind the opportunities where Fuel Tech can create the greatest value while establishing the strategic priorities and operating disciplines needed to drive more consistent financial performance and sustainable long-term value for our shareholders.”

Third Quarter 2026 (“Q3 2026”) Results Overview

All comparisons are to the third quarter ended September 30, 2025 unless otherwise stated.

Consolidated revenues for Q3 2026 rose 16% to $8.7 million from $7.5 million, driven by a 38% increase in revenues at the Company’s Air Pollution Control (“APC”) segment attributable to a significantly higher backlog during 2026 and progress on existing contracts. FUEL CHEM segment revenues rose by 3%.

Consolidated gross margin for Q3 2026 declined to 45% of revenues from 49% of revenues. APC gross margin declined to 40% from 47% due to changes in project and product mix. FUEL CHEM gross margin was 49% compared to 50%.

SG&A expenses for Q3 2026 were $3.7 million, or 42% of revenues, compared to $3.2 million, or 43% of revenues, reflecting higher employee related costs and professional fees, including a non-recurring expense of approximately $175,000 related to the CEO transition.

Interest income for Q3 2026 was $247,000 compared to $311,000.

Net loss in Q3 2026 was $(267,000), or $(0.01) per share, compared to net income of $303,000, or $0.01 per share.

Adjusted EBITDA loss was $(249,000) in Q3 2026 compared to an Adjusted EBITDA of $228,000.

Consolidated APC segment backlog at September 30, 2026 was $16.6 million compared to $14.3 million at June 30, 2026 and $7.0 million at December 31, 2025. Backlog at September 30, 2026 did not include the recently awarded APC contracts valued at $3.3 million.

Financial Condition

As of September 30, 2026, cash and cash equivalents were $6.8 million, short-term investments were $11.0 million, and long-term investments totaled $10.0 million. Stockholders’ equity as of September 30, 2026 was $37.2 million, or $1.19 per share, and the Company had no debt.

Conference Call

Management will host a conference call on Wednesday, November 4, 2026 at 10:00 am ET / 9:00 am CT to discuss the results and business activities. Interested parties may participate in the call by dialing:

●

(877) 423-9820 (Domestic) or

●

(201) 493-6749 (International)

The conference call will also be accessible via the Upcoming Events section of the Company’s web site at www.ftek.com. Following management’s opening remarks, there will be a question-and-answer session.

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies, and its solutions have been installed on over 2,100 utility, industrial and municipal units worldwide. The Company’s chemical technologies improve the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity. This includes Fuel Tech’s advanced TIFI® Targeted In-Furnace Injection™ technology which offers an innovative solution to fireside treatment on boilers using coal, oil or biomass. Water treatment technologies include DGI® Dissolved Gas Infusion Systems which utilize a patented saturator and a patent-pending channel injector to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

CONTACT:

Devin Sullivan

Managing Director

The Equity Group Inc.

Devin.Sullivan@theequitygroup.com

Conor Rodriguez

Associate

Conor.Rodriguez@theequitygroup.com

FUEL TECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

September 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

6,830

11,939

Short-term investments

11,000

12,942

Accounts receivable, less current expected credit loss of $107 and $108, respectively

5,891

5,355

Inventories, net

382

373

Prepaid expenses and other current assets

899

1,335

Total current assets

25,002

31,944

Property and equipment, net of accumulated depreciation of $17,748 and $19,433, respectively

4,688

4,739

Goodwill

2,116

Other intangible assets, net of accumulated amortization of $622 and $561, respectively

587

646

Right-of-use operating lease assets, net

480

536

Long-term investments

9,950

6,991

Other assets

208

207

Total assets

43,031

47,179

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

3,009

3,242

Accrued liabilities:

Operating lease liabilities - current

101

Employee compensation

744

1,308

Other accrued liabilities

1,124

1,634

Total current liabilities

4,978

6,273

Operating lease liabilities - non-current

421

491

Deferred income taxes, net

187

Other liabilities

294

296

Total liabilities

5,880

7,247

Stockholders’ equity:

Common stock, $.01 par value, 40,000,000 shares authorized, 32,457,627 and 32,281,179 shares issued, and 31,216,789 and 31,074,438 shares outstanding, respectively

324

322

Additional paid-in capital

165,775

165,616

Accumulated deficit

(124,648

)

(121,796

)

Accumulated other comprehensive loss

(1,763

)

(1,718

)

Nil coupon perpetual loan notes

Treasury stock, at cost

(2,613

)

(2,568

)

Total stockholders’ equity

37,151

39,932

Total liabilities and stockholders’ equity

43,031

47,179

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per-share data)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenues

8,676

7,490

21,241

19,430

Costs and expenses:

Cost of sales

4,771

3,829

12,017

10,281

Selling, general and administrative

3,657

3,207

10,967

9,895

Research and development

771

450

1,941

1,510

9,199

7,486

24,925

21,686

Operating (loss) income

(523

)

(3,684

)

(2,256

)

Interest income

247

311

753

1,127

Other income (expense), net

)

(Loss) income before income taxes

(267

)

310

(2,843

)

(1,114

)

Income tax expense

—

)

(11

)

Net (loss) income

(267

)

303

(2,852

)

(1,125

)

Net (loss) income per common share:

Basic net (loss) income per common share

(0.01

)

0.01

(0.09

)

(0.04

)

Diluted net (loss) income per common share

(0.01

)

0.01

(0.09

)

(0.04

)

Weighted-average number of common shares outstanding:

Basic

31,217,000

31,074,000

31,164,000

30,890,000

Diluted

31,217,000

31,293,000

31,164,000

30,890,000

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net (loss) income

(267

)

303

(2,852

)

(1,125

)

Other comprehensive income (loss):

Foreign currency translation adjustments

(12

)

(14

)

(45

)

132

Comprehensive (loss) income

(279

)

289

(2,897

)

(993

)

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Nine Months Ended

September 30,

2026

2025

Operating Activities

Net loss

(2,852

)

(1,125

)

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

Depreciation

537

490

Amortization

Loss on disposal of equipment

—

Interest income on held-to-maturity securities, net of premium amortization and discount accretion

(91

)

Provision for credit losses, net of recoveries

)

—

Stock-based compensation, net of forfeitures

161

269

Changes in operating assets and liabilities:

Accounts receivable

(556

)

3,066

Employee retention credit receivable

—

1,677

Inventory

)

Prepaid expenses, other current assets and other non-current assets

429

318

Accounts payable

(226

)

(560

)

Accrued liabilities and other non-current liabilities

(1,051

)

516

Net cash (used in) provided by operating activities

(3,410

)

4,583

Investing Activities

Purchases of equipment and patents

(505

)

(231

)

Purchases of debt securities

(12,102

)

(10,004

)

Maturities of debt securities

11,000

Net cash (used in) provided by investing activities

(1,607

)

765

Financing Activities

Taxes paid on behalf of equity award participants

(45

)

(222

)

Net cash used in financing activities

(45

)

(222

)

Effect of exchange rate fluctuations on cash

(47

)

Net (decrease) increase in cash and cash equivalents

(5,109

)

5,167

Cash and cash equivalents at beginning of period

11,939

8,510

Cash and cash equivalents at end of period

6,830

13,677

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

Segment Data- Reporting Segments

(Unaudited)

(in thousands)

Information about reporting segment net sales and gross margin from operations is provided below:

Air Pollution

FUEL CHEM

Three months ended September 30, 2026

Control Segment

Segment

Other

Total

Revenues from external customers

3,746

4,930

—

8,676

Cost of sales

(2,246

)

(2,525

)

—

(4,771

)

Gross margin

1,500

2,405

—

3,905

Selling, general and administrative

—

(3,657

)

(3,657

)

Research and development

—

(771

)

(771

)

Income (loss) from operations

1,500

2,405

(4,428

)

(523

)

Air Pollution

FUEL CHEM

Three months ended September 30, 2025

Control Segment

Segment

Other

Total

Revenues from external customers

2,707

4,783

—

7,490

Cost of sales

(1,428

)

(2,401

)

—

(3,829

)

Gross margin

1,279

2,382

—

3,661

Selling, general and administrative

—

(3,207

)

(3,207

)

Research and development

—

(450

)

(450

)

Income (loss) from operations

1,279

2,382

(3,657

)

Air Pollution

FUEL CHEM

Nine months ended September 30, 2026

Control Segment

Segment

Other

Total

Revenues from external customers

8,135

13,106

—

21,241

Cost of sales

(5,010

)

(7,007

)

—

(12,017

)

Gross margin

3,125

6,099

—

9,224

Selling, general and administrative

—

(10,967

)

(10,967

)

Research and development

—

(1,941

)

(1,941

)

Income (loss) from operations

3,125

6,099

(12,908

)

(3,684

)

Air Pollution

FUEL CHEM

Nine months ended September 30, 2025

Control Segment

Segment

Other

Total

Revenues from external customers

6,515

12,915

—

19,430

Cost of sales

(3,713

)

(6,568

)

—

(10,281

)

Gross margin

2,802

6,347

—

9,149

Selling, general and administrative

—

(9,895

)

(9,895

)

Research and development

—

(1,510

)

(1,510

)

Income (loss) from operations

2,802

6,347

(11,405

)

(2,256

)

FUEL TECH, INC.

Geographic Segment Financial Data

(Unaudited)

(in thousands)

Information concerning our operations by geographic area is provided below. Revenues are attributed to countries based on the location of the end-user. Assets are those directly associated with operations of the geographic area.

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenues:

United States

7,490

5,626

18,638

15,427

Foreign

1,186

1,864

2,603

4,003

8,676

7,490

21,241

19,430

September 30,

December 31,

2026

2025

Assets:

United States

40,654

44,345

Foreign

2,377

2,834

43,031

47,179

FUEL TECH, INC.

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(Unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net Loss

(267

)

303

(2,852

)

(1,125

)

Interest income

(247

)

(311

)

(753

)

(1,127

)

Income tax expense

Depreciation expense

184

163

537

490

Amortization expense

EBITDA

(312

)

171

(2,997

)

(1,724

)

Stock compensation expense

161

269

Adjusted EBITDA

(249

)

228

(2,836

)

(1,455

)

Adjusted EBITDA

To supplement the Company's consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), the Company has provided an Adjusted EBITDA disclosure as a measure of financial performance. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation expense, amortization expense, and stock compensation expense. The Company's reference to these non-GAAP measures should be considered in addition to results prepared in accordance with GAAP standards, but are not a substitute for, or superior to, GAAP results.

Adjusted EBITDA is provided to enhance investors' overall understanding of the Company's current financial performance and ability to generate cash flow, which we believe is a meaningful measure for our investor and analyst communities. In many cases non-GAAP financial measures are utilized by these individuals to evaluate Company performance and ultimately determine a reasonable valuation for our common stock. A reconciliation of Adjusted EBITDA to the nearest GAAP measure of net income (loss) has been included in the above financial table.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ 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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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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Name:

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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 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.

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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

-Section 425

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