Form 8-K

8-K — FUEL TECH, INC.

Accession: 0001437749-26-014902

Filed: 2026-05-05

Period: 2026-05-05

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 — ftek20260504_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_955713.htm)

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0000846913

2026-05-05

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) May 5, 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 May 5, 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 March 31, 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 May 5, 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: May 5, 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_955713.htm · Sequence: 2

ex_955713.htm

Exhibit 99.1

CONTACT:

Vince Arnone

President and CEO

(630) 845-4500

Devin Sullivan

Managing Director

The Equity Group Inc.

dsullivan@theequitygroup.com

FOR IMMEDIATE RELEASE

FUEL TECH REPORTS 2026 FIRST QUARTER FINANCIAL RESULTS

WARRENVILLE, Ill., - May 5, 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 first quarter ended March 31, 2026 (“Q1 2026”).

“Our results for Q1 2026 reflected higher revenues for our Air Pollution Control (“APC”) business segment, another strong quarter from FUEL CHEM®, and continuing progress for our DGI® Dissolved Gas Infusion (“DGI”) division,” said Vincent J. Arnone, President and CEO. “At March 31, 2026, our balance sheet included cash and equivalents of $30.6 million and no long-term debt.

“We recently announced a series of APC awards valued at approximately $10 million with utility and industrial customers, anchored by a contract that calls for the integration of our Selective Catalytic Reduction (“SCR”) pollution control technology with two new natural gas-fired turbines for a large, publicly-owned Midwest municipal utility. This project will enable the utility to better meet the region’s rapidly growing electricity demand driven by population growth and the necessity to support commercial activities related to manufacturing expansion and data center projects. Engineering work is expected to commence in the current second quarter.”

Mr. Arnone concluded, “We remain optimistic about the outlook for each of our businesses for full year 2026. On a proforma basis, including these recent awards, our APC backlog is at its highest level since 2018. We remain actively engaged with our supply chain partners and engineering colleagues in the pursuit of additional APC award opportunities. We expect another solid year for our FUEL CHEM business segment. For our DGI division, the extended demonstration of our high-efficiency water treatment system at a fish hatchery in the western U.S. is progressing well and generating positive results. This demonstration will conclude in the second quarter of 2026.”

Business Segment Performance

All comparisons are to the first quarter ended March 31, 2025 unless otherwise stated.

Revenues generated by the APC segment rose by 23% to $1.6 million in Q1 2026, driven primarily by project timing and ancillary business activity. Segment gross margin expanded to 38.3% compared to 32.6%, due largely to product and project mix.

Consolidated APC segment backlog at March 31, 2026 was $6.9 million compared to $7.0 million at December 31, 2025. Backlog at March 31, 2026 did not include the recently awarded APC contracts valued at $10 million.

FUEL CHEM segment revenue declined to $4.5 million from $5.1 million, primarily driven by seasonal maintenance outages and dispatch-related decreases in demand. Segment gross margin declined to 45.3% from 49.9%, the result of lower sales offset by a relatively flat expense profile.

First Quarter 2026 (“Q1 2026”) Consolidated Results Overview

All comparisons are to the first quarter ended March 31, 2025 unless otherwise stated.

Consolidated revenues for Q1 2026 declined 5% to $6.1 million from $6.4 million, with higher APC revenue offset by lower FUEL CHEM revenues.

Consolidated gross margin for Q1 2026 declined to 43.5% of revenues from 46.4% of revenues, with higher APC gross margin offset by a decline in FUEL CHEM gross margin.

SG&A expenses for Q1 2026 were $3.7 million, or 61% of revenues, compared to $3.3 million, or 52% of revenues, reflecting higher employee-related expenses and increases in professional fees and administrative expenses.

Interest income for Q1 2026 was $240,000 compared to $279,000. Income generated is primarily related to interest received on the held-to-maturity debt securities and money market funds.

Net loss in Q1 2026 was $(1.4) million, or $(0.04) per share, compared to net loss of $(0.7) million, or $(0.02) per share.

Adjusted EBITDA loss was $(1.3) million in Q1 2026 compared to an Adjusted EBITDA loss of $(0.7) million.

Financial Condition

At March 31, 2026, cash and cash equivalents were $9.1 million, short-term investments were $12.5 million, and long-term investments totaled $9.0 million. Stockholders’ equity at March 31, 2026 was $38.6 million, or $1.24 per share, and the Company had no debt.

Conference Call

Management will host a conference call on Wednesday, May 6, 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 1,300 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity. 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 www.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.

FUEL TECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

9,109

11,939

Short-term investments

12,470

12,942

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

4,112

5,355

Inventories, net

364

373

Prepaid expenses and other current assets

1,099

1,335

Total current assets

27,154

31,944

Property and equipment, net of accumulated depreciation of $18,048 and $19,433, respectively

4,886

4,739

Goodwill

2,116

Other intangible assets, net of accumulated amortization of $586 and $561, respectively

620

646

Right-of-use operating lease assets, net

516

536

Long-term investments

8,995

6,991

Other assets

200

207

Total assets

44,487

47,179

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

2,144

3,242

Accrued liabilities:

Operating lease liabilities - current

Employee compensation

1,265

1,308

Other accrued liabilities

1,487

1,634

Total current liabilities

4,988

6,273

Operating lease liabilities - non-current

465

491

Deferred income taxes, net

187

Other liabilities

291

296

Total liabilities

5,931

7,247

Stockholders’ equity:

Common stock, $.01 par value, 40,000,000 shares authorized, 32,390,127 and 32,281,179 shares issued, and 31,157,075 and 31,074,438 shares outstanding, respectively

323

322

Additional paid-in capital

165,671

165,616

Accumulated deficit

(123,151

)

(121,796

)

Accumulated other comprehensive loss

(1,761

)

(1,718

)

Nil coupon perpetual loan notes

Treasury stock, at cost

(2,602

)

(2,568

)

Total stockholders’ equity

38,556

39,932

Total liabilities and stockholders’ equity

44,487

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

March 31,

2026

2025

Revenues

6,080

6,382

Costs and expenses:

Cost of sales

3,436

3,423

Selling, general and administrative

3,716

3,341

Research and development

524

570

7,676

7,334

Operating loss

(1,596

)

(952

)

Interest income

240

279

Other expense, net

—

(66

)

Loss before income taxes

(1,356

)

(739

)

Income tax benefit

—

Net loss

(1,355

)

(739

)

Net loss per common share:

Basic net loss per common share

(0.04

)

(0.02

)

Diluted net loss per common share

(0.04

)

(0.02

)

Weighted-average number of common shares outstanding:

Basic

31,091,335

30,718,000

Diluted

31,091,335

30,718,000

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

Three Months Ended

March 31,

2026

2025

Net loss

(1,355

)

(739

)

Other comprehensive income (loss):

Foreign currency translation adjustments

(43

)

135

Comprehensive loss

(1,398

)

(604

)

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Three Months Ended

March 31,

2026

2025

Operating Activities

Net loss

(1,355

)

(739

)

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

Depreciation

175

164

Amortization

Non-cash interest income on held-to-maturity securities

105

(50

)

Provision for credit losses, net of recoveries

)

—

Stock-based compensation, net of forfeitures

110

Changes in operating assets and liabilities:

Accounts receivable

1,176

3,768

Inventory

(137

)

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

240

(28

)

Accounts payable

(1,095

)

(1,340

)

Accrued liabilities and other non-current liabilities

(183

)

(249

)

Net cash (used in) provided by operating activities

(847

)

1,508

Investing Activities

Purchases of equipment and patents

(322

)

(65

)

Purchases of debt securities

(6,092

)

(993

)

Maturities of debt securities

4,500

2,750

Net cash (used in) provided by investing activities

(1,914

)

1,692

Financing Activities

Taxes paid on behalf of equity award participants

(34

)

(24

)

Net cash used in financing activities

(34

)

(24

)

Effect of exchange rate fluctuations on cash

(35

)

135

Net (decrease) increase in cash and cash equivalents

(2,830

)

3,311

Cash and cash equivalents at beginning of period

11,939

8,510

Cash and cash equivalents at end of period

9,109

11,821

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

Segment Data- Reporting Segments

(Unaudited)

(in thousands)

Air

Pollution

FUEL

CHEM

Three months ended March 31, 2026

Control

Segment

Other

Total

Revenues from external customers

1,604

4,476

—

6,080

Cost of sales

(989

)

(2,447

)

—

(3,436

)

Gross margin

615

2,029

—

2,644

Selling, general and administrative

—

(3,716

)

(3,716

)

Research and development

—

(524

)

(524

)

Operating income (loss) from operations

615

2,029

(4,240

)

(1,596

)

Air

Pollution

FUEL

CHEM

Three months ended March 31, 2025

Control

Segment

Other

Total

Revenues from external customers

1,303

5,079

—

6,382

Cost of sales

(878

)

(2,545

)

—

(3,423

)

Gross margin

425

2,534

—

2,959

Selling, general and administrative

—

(3,341

)

(3,341

)

Research and development

—

(570

)

(570

)

Operating income (loss) from operations

425

2,534

(3,911

)

(952

)

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

March 31,

2026

2025

Revenues:

United States

5,247

5,359

Foreign

833

1,023

6,080

6,382

March 31,

December 31,

2026

2025

Assets:

United States

41,751

44,345

Foreign

2,736

2,834

44,487

47,179

FUEL TECH, INC.

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(in thousands)

Three Months Ended

March 31,

2026

2025

Net loss

(1,355

)

(739

)

Interest income, net

(240

)

(279

)

Income tax benefit

)

Depreciation expense

175

164

Amortization expense

EBITDA

(1,395

)

(845

)

Stock compensation expense

110

ADJUSTED EBITDA

(1,339

)

(735

)

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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Document And Entity Information

May 05, 2026

Document Information [Line Items]

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Entity, Tax Identification Number

20-5657551

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27601 Bella Vista Parkway

Entity, Address, City or Town

Warrenville

Entity, Address, State or Province

Entity, Address, Postal Zip Code

60555-1617

City Area Code

630

Local Phone Number

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Trading Symbol

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Title of a 12(b) registered security.

+ References

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

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Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

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-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

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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

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