acnt-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the Transition Period from _____ to _____

COMMISSION FILE NUMBER 0-19687

Ascent Industries Co.

(Exact name of registrant as specified in its charter)

Delaware

57-0426694

(State or other jurisdiction of incorporation or organization)

(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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

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. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The number of shares outstanding of the registrant's common stock as of May 4, 2026 was 9,038,215

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Ascent Industries Co.

Table of Contents



PART I. FINANCIAL INFORMATION
Disclosure Regarding Forward Looking Statements		2
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	3
	Condensed Consolidated Statements of Income (Loss) for the Three Months Ended March 31, 2026 and 2025 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	5
	Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)
	Note 1: Basis of Presentation	7
	Note 2: Discontinued Operations	8
	Note 3: Revenue Recognition	9
	Note 4: Fair Value of Financial Instruments	9
	Note 5: Inventories	10
	Note 6: Property, Plant and Equipment	10
	Note 7: Intangible Assets and Deferred Charges	11
	Note 8: Debt	11
	Note 9: Leases	12
	Note 10: Shareholders' Equity	14
	Note 11: Loss Per Share	15
	Note 12: Income Taxes	15
	Note 13: Commitments and Contingencies	15
	Note 14: Industry Segments	16
	Note 15: Subsequent Events	17
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

	Signatures	27

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Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "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, including without limitation those identified below, 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. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions, including risks relating to the impact and spread of and the government’s response to pandemics; inability to weather an economic downturn; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs, including the impact of tariffs; raw material availability; financial stability of the Company’s customers; customer delays or difficulties in the production of products; loss of consumer or investor confidence; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; risks associated with acquisitions; environmental issues; negative or unexpected results from tax law changes; inability to comply with covenants and ratios required by the Company’s debt financing arrangements; and other risks detailed from time-to-time 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. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.

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Part I - Financial Information

Item 1. Financial Statements

Ascent Industries Co.

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)


	(Unaudited)
	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	47,821	$	57,606
Accounts receivable, net of allowance for credit losses of $1,018 and $1,004, respectively	12,541		10,040
Advances and other receivables	5,397		5,389
Inventories	7,429		8,742
Prepaid expenses and other current assets	1,125		1,243


Total current assets	74,313		83,020
Property, plant and equipment, net	15,466		15,762
Right-of-use assets, operating leases, net	9,221		9,368

Intangible assets, net	2,716		2,833

Deferred charges, net	351		401
Other non-current assets, net	547		553

Total assets	$	102,614	$	111,937

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	4,447	$	5,490

Accrued expenses and other current liabilities	2,929		5,389
Current portion of note payable	107		433



Current portion of operating lease liabilities	733		712
Current portion of finance lease liabilities	335		331

Total current liabilities	8,551		12,355


Long-term portion of operating lease liabilities	11,301		11,496
Long-term portion of finance lease liabilities	722		808
Deferred income taxes	356		241
Other long-term liabilities	43		45

Total non-current liabilities	12,422		12,590
Total liabilities	$	20,973	$	24,945

Commitments and contingencies – See Note 13

Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 9,212,814 and 9,400,898 shares outstanding as of March 31, 2026 and December 31, 2025, respectively	$	11,085	$	11,085
Capital in excess of par value	47,656		48,276
Retained earnings	43,806		45,786
	102,547		105,147
Less: cost of common stock in treasury - 1,872,289 and 1,684,205 shares, respectively	(20,906)		(18,155)
Total shareholders' equity	81,641		86,992
Total liabilities and shareholders' equity	$	102,614	$	111,937

Note: The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date. See accompanying notes to condensed consolidated financial statements.

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Ascent Industries Co.

Condensed Consolidated Statements of Income (Loss) (Unaudited)

(in thousands, except per share data)


	Three Months Ended March 31,
	2026		2025
Net sales	$	19,415	$	17,835
Cost of sales	16,604		14,767
Gross profit	2,811		3,068
Selling, general and administrative	5,124		4,871
Research and development	63		—
Acquisition costs and other	—		237





Operating loss from continuing operations	(2,376)		(2,040)
Other expense (income)
Interest expense (income), net	(294)		114


Other, net	(216)		(148)
Loss from continuing operations before income taxes	(1,866)		(2,006)
Income tax expense	114		169
Loss from continuing operations	(1,980)		(2,175)
Loss from discontinued operations, net of tax	—		(118)
Net loss	$	(1,980)	$	(2,293)







Net loss per common share from continuing operations:
Basic	$	(0.21)	$	(0.22)
Diluted	$	(0.21)	$	(0.22)

Net loss per common share from discontinued operations:
Basic	$	—	$	(0.01)
Diluted	$	—	$	(0.01)

Net loss per common share:
Basic	$	(0.21)	$	(0.23)
Diluted	$	(0.21)	$	(0.23)

Weighted average shares outstanding:
Basic	9,418		10,076

Diluted	9,418		10,076

See accompanying notes to condensed consolidated financial statements.

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Ascent Industries Co.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Operating activities
Net loss	$	(1,980)	$	(2,293)
Loss from discontinued operations, net of tax	—		(118)
Net loss from continuing operations	(1,980)		(2,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	861		977
Amortization expense	117		153
Amortization of debt issuance costs	50		28

Deferred income taxes	114		—
Provision for (reduction of) losses on accounts receivable	15		(384)


Non-cash lease expense	(26)		24

Stock-based compensation expense	157		118
Changes in operating assets and liabilities:
Accounts receivable and advances	(2,524)		(1,070)
Inventories	1,312		(1,086)
Other assets and liabilities	121		(336)
Accounts payable	(1,185)		156

Accrued expenses	(2,599)		1,949
Accrued income taxes	139		(52)
Net cash used in operating activities - continuing operations	(5,428)		(1,698)
Net cash provided by operating activities - discontinued operations	—		998
Net cash used in operating activities	(5,428)		(700)
Investing activities
Purchases of property, plant and equipment	(422)		(318)

Net cash used in investing activities - continuing operations	(422)		(318)
Net cash used in investing activities - discontinued operations	—		(252)
Net cash used in investing activities	(422)		(570)
Financing activities
Borrowings from credit facilities	27,150		44,571

Proceeds from exercise of stock options	398		—
Payments on credit facilities	(27,150)		(44,571)
Payments on note payable	(326)		(271)
Principal payments on finance lease obligations	(81)		(72)


Repurchase of common stock	(3,926)		(215)
Net cash used in financing activities - continuing operations	(3,935)		(558)
Net cash used in financing activities - discontinued operations	—		(8)
Net cash used in financing activities	(3,935)		(566)
Decrease in cash and cash equivalents	(9,785)		(1,836)

Cash and cash equivalents at beginning of period	57,606		16,108
Cash and cash equivalents at end of period	$	47,821	$	14,272


Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	26	$	63

Noncash Investing Activities:
Capital expenditures, not yet paid	$	142	$	187

See accompanying notes to condensed consolidated financial statements.

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Ascent Industries Co.

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

(in thousands)














	Three Months Ended March 31, 2026

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Treasury Stock				Total
	Shares	Amount						Shares		Amount
Balance at December 31, 2025	11,085	$	11,085	$	48,276	$	45,786	$	1,684	$	(18,155)	$	86,992
Net loss	—	—		—		(1,980)		—		—		(1,980)
Issuance of 76,945 shares of common stock from treasury	—	—		(843)		—		(77)		843		—
Exercise of stock options for 30,666 shares, net	—	—		66		—		(31)		332		398
Stock-based compensation	—	—		157		—		—		—		157
Repurchase of 295,695 shares of common stock	—	—		—		—		296		(3,926)		(3,926)
Balance as of March 31, 2026	11,085	$	11,085	$	47,656	$	43,806	$	1,872	$	(20,906)	$	81,641

See accompanying notes to condensed consolidated financial statements.














	Three Months Ended March 31, 2025

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Treasury Stock			Total
	Shares	Amount						Shares	Amount
Balance at December 31, 2024	11,085	$	11,085	$	47,339	$	44,919	1,012	$	(9,798)	$	93,545
Net loss	—	—		—		(2,293)			—		(2,293)

Issuance of 12,638 shares of common stock from treasury	—	—		(122)		—		(12)	122		—

Stock-based compensation	—	—		118		—			—		118
Repurchase 16,822 of common stock	—	—		—		—		17	(214)		(214)
Balance as of March 31, 2025	11,085	11,085		47,335		42,626		1,017	(9,890)		$	91,156

See accompanying notes to condensed consolidated financial statements.

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

Unless indicated otherwise, the terms "Company," "we," "us," and "our" refer to Ascent Industries Co. and its consolidated subsidiaries.

Note 1: Basis of Presentation

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The unaudited condensed consolidated financial statements, in the opinion of management, contain all normal recurring adjustments necessary to present a fair statement of the condensed consolidated balance sheets as of March 31, 2026, the statements of income (loss) and shareholders’ equity for the three months ended March 31, 2026 and 2025, and the statements of cash flows for the three months ended March 31, 2026 and 2025. The December 31, 2025 condensed consolidated balance sheet was derived from the audited financial statements.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year as our future assessment of our current expectations could result in material impacts to our consolidated financial statements in future reporting periods.

Use of Estimates

The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; intangible assets; valuation allowances for receivables and deferred income tax assets and liabilities; liabilities for potential tax deficiencies; and, potential litigation claims and settlements. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation, which includes American Stainless Tubing ("ASTI"), to discontinued operations.

Accounting Pronouncements Recently Adopted

In December 2025, the Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments also require that all entities disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The Company adopted this standard on a prospective basis and the adoption did not have a material effect on the consolidated financial statements or footnote disclosures.

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires updated disclosures, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in relevant expense captions. The amendments also require disclosure of qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated and to disclose the total amount of selling expenses as well as the entity's definition of selling expenses. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and subsequent interim periods, with early

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and footnote disclosures.

Recent accounting pronouncements pending adoption not discussed in this Form 10-Q are either not applicable to the Company or are not expected to have a material impact on the Company.

Note 2: Discontinued Operations

Divestiture of Bristol Metals

On March 12, 2025, the Company and its wholly-owned subsidiaries Synalloy Metals, Inc. ("Synalloy Metals") and Bristol Metals, LLC. ("BRISMET"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to BRISMET to Bristol Pipe and Tube, Inc., a Delaware corporation and wholly-owned subsidiary of Ta Chen International, Inc. (the “Purchaser”). Ascent and Purchaser also entered into a Transition Services Agreement (the “TSA”) dated March 12, 2025, pursuant to which Ascent has agreed to provide certain transition services to Purchaser immediately after the closing for certain agreed upon transition periods. On April 4, 2025, the Company and Purchaser completed the transaction contemplated by the Purchase Agreement. The consideration for the transaction was approximately $45 million of cash proceeds, of which $4.5 million was placed in an escrow account to be received in 18 months from the closing date. The escrow amount is presented within "Advances and other receivables" on the condensed consolidated balance sheets. During the three months ended September 30, 2025, the Company and Purchaser completed the measurement period closing adjustments under the terms of the Purchase Agreement resulting in a pretax gain on sale of $2.5 million. As result of the sale, BRISMET results of operations are classified under discontinued operations for all periods presented. Prior to the divestiture, BRISMET was reported under the Company's former Tubular Products segment.

Divestiture of American Stainless Tubing

On June 23, 2025, the Company and its wholly-owned subsidiary American Stainless Tubing, Inc. ("ASTI"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to ASTI to First Tube, LLC., a Texas limited liability company and wholly-owned subsidiary of Triple-S Steel Holdings, Inc (the “Purchaser”). On June 30, 2025, the Company and Purchaser completed the transaction contemplated by the Purchase Agreement. The consideration for the transaction was approximately $16 million of cash proceeds, of which $0.8 million was placed in an escrow account to be received in 12 months from the closing date. The escrow amount is presented within "Advances and other receivables" on the condensed consolidated balance sheets. The sale resulted in a pretax gain on sale of $4.6 million. ASTI's results of operations are classified under discontinued operations for all periods presented. Prior to the divestiture, ASTI was reported under the Company's former Tubular Products segment.

The Company currently has no assets or liabilities related to discontinued operations.

The financial results are presented as income (loss) from discontinued operations, net of tax on the unaudited condensed consolidated statements of income (loss). The following table summarizes the results of the Company's discontinued operations:


	Three Months Ended March 31,
(in thousands)	2026		2025
Net sales	$	—	$	26,273
Cost of sales	—		23,056
Gross profit	—		3,217

Selling, general and administrative expense	—		1,391

Acquisition costs and other	—		2,098

Loss from discontinued operations before income taxes	—		(272)
Income tax benefit	—		(154)
Net loss from discontinued operations	$	—	$	(118)

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

Note 3: Revenue Recognition

Revenue is generated primarily from contracts to produce, ship and deliver specialty chemical products. Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. For certain contracts under which the Company produces product with no alternative use and for which the Company has an enforceable right to payment during the production cycle, product in which the material is customer owned or in which the customer simultaneously consumes the benefits throughout the production cycle, progress toward satisfying the performance obligation is measured using an output method of units produced. Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is shipped to a customer at a point in time in the future.

Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. Shipping costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product. The Company offers industry standard payment terms.

The following table presents the Company's revenues, disaggregated by revenue source from continuing operations:


	Three Months Ended March 31,
(in thousands)	2026		2025
Custom Manufacturing1	$	15,306	$	13,467
Core Technology2	4,109		4,368
Net sales	$	19,415	$	17,835

1Custom Manufacturing includes tolling, dedicated manufacturing and other manufacturing in which the customer formulation or intellectual property is owned by the customer

2Core technology includes product groups in which Ascent owns the right to the formulation or the intellectual property used in the manufacturing process

Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. The following table represents the Company's revenue recognized at a point-in-time and over-time:


	Three Months Ended March 31,
(in thousands)	2026		2025
Point-in-time	$	14,704	$	13,633
Over-time	$	4,711	$	4,202

Note 4: Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in non-active markets;

•Inputs other than quoted prices that are observable for the asset or liability; and

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

•Inputs that are derived principally from or corroborated by other observable market data.

Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations.

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, note payable and revolving line of credit.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

During the three months ended March 31, 2026 and 2025, the Company had no significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

Fair Value of Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, accounts payable and the Company's note payable approximated their carrying value because of the short-term nature of these instruments. The Company's revolving line of credit, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximate fair values as of March 31, 2026. The carrying amount of cash and cash equivalents are considered Level 1 measurements. The carrying amounts of accounts receivable, accounts payable, note payable and revolving line of credit are considered Level 2 measurements. See Note 8 for further information on the Company's debt.

Note 5: Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories from continuing operations are as follows:


(in thousands)	March 31, 2026		December 31, 2025
Raw materials	$	6,228	$	6,491

Finished goods	2,221		3,347
	8,449		9,838
Less: inventory reserves	(1,020)		(1,096)
Inventories	$	7,429	$	8,742

Note 6: Property, Plant and Equipment

Property, plant and equipment from continuing operations consist of the following:


(in thousands)	March 31, 2026		December 31, 2025
Land	$	518	$	518
Leasehold improvements	2,658		2,624
Buildings	1,830		1,830
Machinery, fixtures and equipment	40,646		40,120
Construction-in-progress	418		332
	46,070		45,424
Less: accumulated depreciation and amortization	(30,604)		(29,662)
Property, plant and equipment, net	$	15,466	$	15,762

The following table sets forth depreciation expense related to property, plant and equipment:


	Three Months Ended March 31,
(in thousands)	2026		2025
Cost of sales	$	778	$	922
Selling, general and administrative	83		55
Total depreciation	$	861	$	977

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

Note 7: Intangible Assets and Deferred Charges

Intangible Assets

Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful life using either an accelerated or straight-line method over a period of 15 years.

The balance of intangible assets from continuing operations subject to amortization are as follows:


	March 31, 2026				December 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangible assets:
Customer related	$	5,100	$	(2,863)	$	5,100	$	(2,779)
Trademarks and trade names	150		(39)		150		(32)
Other	500		(132)		500		(106)
Total definite-lived intangible assets	$	5,750	$	(3,034)	$	5,750	$	(2,917)

Estimated amortization expense related to intangible assets for the next five years are as follows:


(in thousands)
Remainder of 2026	$	351
2027	375
2028	310
2029	278
2030	248
2031	221
Thereafter	$	933

Deferred Charges

Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of 2.5 years.

The balance of deferred charges subject to amortization are as follows:


(in thousands)	March 31, 2026		December 31, 2025
Deferred charges, gross	$	506	$	506
Accumulated amortization of deferred charges	(155)		(105)
Deferred charges, net	$	351	$	401

Note 8: Debt

Short-term debt

On June 21, 2025, the Company entered into a note payable in the amount of $1.1 million with an annual interest rate of 3.68% maturing April 1, 2026. The agreement is associated with the financing of the Company's insurance premium in the current term year. As of March 31, 2026, the outstanding balance was $0.1 million.

Credit Facilities

On December 10, 2025, Ascent Industries Co. (“Ascent”) entered into a Limited Waiver, Consent and Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders under Ascent’s credit facility (the “Sixth Credit Facility Amendment”). The Sixth Credit Facility Amendment contained a consent for (a) Ascent entering into the assignment of the lease for Ascent’s former Munhall facility to a new tenant, and (b) certain

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

organizational changes relating to an internal restructuring of Ascent’s chemical manufacturing businesses, including (i) updates to the names of Ascent’s chemical manufacturing businesses designed to provide for more consistent branding across its manufacturing locations and (ii) the formation of a new holding company named Ascent Chemicals, LLC (“Ascent Chemicals”) to own all of Ascent’s chemical manufacturing businesses. The Sixth Credit Facility Amendment also added Ascent Chemicals as a loan party to the credit facility. In addition, the Credit Facility Amendment provided a limited waiver of an event of default that occurred under the credit facility due to Ascent’s repurchase of shares in an aggregate amount that exceeded the threshold set forth in Section 8.06(c) of the credit facility. The lenders under the credit facility have not accelerated any obligations of Ascent as a result of such event of default and will no longer have any such acceleration rights as a result of the limited waiver. The maximum revolving loan commitment under the credit facility remains $30 million with an interest rate between 1.85% and 2.35%, depending on average availability under the credit facility and the Company's consolidated fixed charge coverage ratio. The term of the credit facility remains through December 31, 2027.

We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement. Availability under the Credit Agreement is subject to the amount of eligible collateral as determined by the lenders' borrowing base calculations. Amounts outstanding under the revolving line of credit currently bear interest at (a) the Base Rate (as defined in the Credit Agreement) plus 0.75%, or (b) SOFR plus 1.75%. The Credit Agreement also provides an unused commitment fee based on the daily used portion of the credit facility.

Pursuant to the Fifth Credit Facility Amendment, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Fifth Credit Facility Amendment contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $4.5 million and (ii) 15% of the revolving credit facility. As of March 31, 2026, the Company was in compliance with all financial debt covenants.

The Company had no debt outstanding under its credit facilities as of March 31, 2026 and December 31, 2025.

As of March 31, 2026, the Company had $14.2 million of remaining availability under its credit facilities.

Note 9: Leases

The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment. Substantially all of the value of the Company's leased plants and facilities relate to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital"), that was entered into in 2016 and since amended, with the latest amendment occurring in 2025.

On April 4, 2025, Ascent and Store entered into a Fifth Amended and Restated Master Lease Agreement (the "Fifth Master Lease") to remove the BRISMET facility and reduce the Company's rent pursuant to the Fourth Amended and Restated Master Lease Agreement between the parties dated August 28, 2024. The Fifth Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract. Upon modification of the Fifth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification. As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Fifth Master Lease of $6.5 million and $7.0 million, respectively, and recognized a gain on the modification of $0.5 million, which is reported within operating expenses on the unaudited consolidated statements of income (loss).

On June 30, 2025, Ascent and Store entered into a Sixth Amended and Restated Master Lease Agreement (the "Sixth Master Lease") to remove the ASTI facility and reduce the Company's rent pursuant to the Fifth Amended and Restated Master Lease Agreement between the parties dated April 4, 2025. The Sixth Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract. Upon modification of the Sixth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification. As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Fifth Master Lease of $4.0 million. See Note 2 for additional information on the Company's divestitures of BRISMET and ASTI.

In the fourth quarter of 2025, the Company and Store completed a lease assignment of the former Munhall facility to a unaffiliated third party. As a result, on November 14, 2025, Ascent and Store entered into a Seventh Amended and Restated Master Lease Agreement (the "Seventh Master Lease") to remove the former Munhall facility and reduce the Company's rent pursuant to the Sixth Amended and Restated Master Lease Agreement between the parties dated June 30, 2025. The Seventh Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract. Upon modification of the Sixth Master Lease, the right-of-use asset and operating lease liability were

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

remeasured using an incremental borrowing rate determined on the date of modification. As such, the Company recognized a decrease in the right-of-use asset and operating lease liability related to the Seventh Master Lease of $5.5 million and $7.2 million, respectively, resulting in a gain on modification of $1.7 million in the fourth quarter of 2025.

As of March 31, 2026, operating lease liabilities related to the master lease agreement with Store Capital totaled $11.6 million, or 89% of the total lease liabilities on the consolidated balance sheet.

During the three months ended March 31, 2026, the Company did not enter into any new finance lease agreements.

Operating and finance lease amounts from continuing operations included in the unaudited condensed consolidated balance sheets are as follows (in thousands):


Classification	Financial Statement Line Item	March 31, 2026		December 31, 2025
Long-term Assets	Right-of-use assets, operating leases	$	9,221	$	9,368
Long-term Assets	Property, plant and equipment	978		1,060
Current liabilities	Current portion of lease liabilities, operating leases	733		712
Current liabilities	Current portion of lease liabilities, finance leases	335		331
Non-current liabilities	Non-current portion of lease liabilities, operating leases	11,301		11,496
Non-current liabilities	Non-current portion of lease liabilities, finance leases	722		808

Total Lease Cost

Individual components of the total lease cost incurred by the Company are as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Operating lease cost1	$	359	$	957
Finance lease cost:
Amortization of right-of-use assets	82		75
Interest on finance lease liabilities	16		18
Sublease income	(211)		(147)
Total lease cost	$	246	$	903

1Includes short term leases, which are immaterial

Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the unaudited condensed consolidated statements of income (loss).

The Company currently subleases the former Palmer and Specialty Pipe & Tube ("SPT") facilities and records cash receipts related to the subleases in other expense (income) on the unaudited condensed consolidated statements of income (loss).

Future expected cash receipts from the Company's sublease as of March 31, 2026 are as follows:


(in thousands)	Sublease Receipts
Remainder of 2026	$	446
2027	606
2028	618
2029	631
2030	643
Thereafter	3,954
Total sublease receipts	$	6,898

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

Maturity of Leases

The amounts of undiscounted future minimum lease payments under leases in continuing operations as of March 31, 2026 are as follows:


(in thousands)	Operating		Finance
Remainder of 2026	$	1,170	$	291
2027	1,589		387
2028	1,622		387
2029	1,655		86
2030	1,589		64
Thereafter	9,566		—
Total undiscounted minimum future lease payments	17,191		1,215
Imputed interest	(5,157)		(158)
Present value of lease liabilities	$	12,034	$	1,057

Lease Term and Discount Rate


Weighted-average remaining lease term	March 31, 2026		December 31, 2025
Operating leases	10.26 years		10.50 years
Finance leases	2.98 years		3.23 years
Weighted-average discount rate
Operating leases	7.18	%	7.18	%
Finance leases	5.94	%	5.94	%

Note 10: Shareholders' Equity

Share Repurchase Program

On December 19, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 2.0 million shares of the Company's outstanding common stock over 24 months. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of March 31, 2026, the Company has 1,702,809 shares of its share repurchase authorization remaining.

Shares repurchased for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	2026		2025
Number of shares repurchased1	295,695		16,822
Average price per share	$	12.92	$	12.73
Total cost of shares repurchased2	$	3,925,717	$	214,622

1Share repurchases in excess of issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired

2Includes broker commissions paid as part of repurchase transactions

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

Note 11: Loss Per Share

The following table sets forth the computation of basic and diluted loss per share:


	Three Months Ended March 31,
(in thousands, except per share data)	2026		2025
Numerator:
Net loss from continuing operations	$	(1,980)	$	(2,175)
Net loss from discontinued operations	$	—	$	(118)
Net loss	$	(1,980)	$	(2,293)
Denominator:
Weighted-average common shares outstanding	9,418		10,076
Effect of dilutive securities:
Employee stock options and stock grants	—		—
Weighted-average common shares, as adjusted	9,418		10,076

Net loss per share from continuing operations:
Basic	$	(0.21)	$	(0.22)
Diluted	$	(0.21)	$	(0.22)

Net loss per share from discontinued operations:
Basic	$	—	$	(0.01)
Diluted	$	—	$	(0.01)

Net loss per share:
Basic	$	(0.21)	$	(0.23)
Diluted	$	(0.21)	$	(0.23)

The diluted earnings (loss) per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company had $0.1 million shares that were anti-dilutive for the three months ended March 31, 2026 and 2025, respectively.

Note 12: Income Taxes

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2022 or state examinations for years before 2021. During the three months ended March 31, 2026 and 2025, the Company did not identify nor reserve for any unrecognized tax benefits.

The effective tax rate for continuing operations was (6.1)% for the three months ended March 31, 2026. The three months ended March 31, 2026 effective tax rate was lower than the U.S. statutory rate of 21.0% primarily due to changes in the valuation allowance over federal and U.S. state deferred tax assets.

The effective tax rate for continuing operation was (8.4)% for the three months ended March 31, 2025. The three months ended March 31, 2025 effective tax rate was lower than the U.S. statutory rate of 21.0% primarily due to the valuation allowance over federal and U.S state deferred tax assets.

Note 13: Commitments and Contingencies

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. We may

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.

Note 14: Industry Segments

Ascent Industries Co. has one reportable segment: Specialty Chemicals. The Specialty Chemicals segment includes the operating results of the Company’s plants involved in the production of specialty chemicals and produces critical ingredients and process aids for the oil & gas, household, industrial and institutional ("HII"), personal care, coatings, adhesives, sealants and elastomers (CASE), pulp and paper, textile, automotive, agricultural, water treatment, construction and other industries.

The chief executive officer, who is also the chief operating decision maker (CODM), evaluates performance and determines resource allocations based on a number of factors, the primary measures being gross margin and segment net income (loss).

The accounting principles applied at the operating segment level are the same as those applied at the consolidated financial statement level. The significant expense categories and amounts below align with the segment-level information that is regularly provided to the CODM. Intersegment sales and transfers are eliminated at the corporate consolidation level.

The following table summarizes certain information regarding segments of the Company's continuing operations:


	Three Months Ended March 31, 2026
(in thousands)		Specialty Chemicals		Corporate & Other1		Total Continuing Operations
Net sales		$	19,415	$	—	$	19,415
Cost of goods sold - material		8,356		—		8,356
Cost of goods sold - other2		7,471		—		7,471
Depreciation		777		—		777
Gross profit		2,811		—		2,811
Research and development		63		—		63
Selling, general and administrative expense3		4,726		148		4,874
Depreciation and amortization		157		93		250



Interest expense (income), net		12		(306)		(294)
Income taxes		—		114		114
Other expense (income)		(5)		(211)		(216)
Net income (loss)		$	(2,142)	$	162	$	(1,980)
Geographic sales4
United States		$	18,830	$	—	$	18,830
Canada		182		—		182
Honduras		172		—		172
Colombia		111		—		111
Costa Rica		49		—		49
Singapore		44		—		44
The Netherlands		27		—		27
Mexico		3		—		3
Thailand		$	(3)	—		$	(3)

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)


	Three Months Ended March 31, 2025
(in thousands)		Specialty Chemicals		Corporate & Other1		Total Continuing Operations
Net sales		$	17,835	$	—	$	17,835
Cost of goods sold - material		8,364		—		8,364
Cost of goods sold - other2		4,806		675		5,481
Depreciation		919		3		922
Gross profit		3,746		(678)		3,068
Research and development
Selling, general and administrative expense3		2,704		1,931		4,635
Depreciation and amortization		196		40		236
Acquisition costs and other		92		145		237

Interest expense, net		16		98		114
Income taxes		—		169		169
Other expense (income)		—		(148)		(148)
Net income (loss)		$	738	$	(2,913)	$	(2,175)
Geographic sales4
United States		$	16,644	$	—	$	16,644
Mexico		472		—		472
Honduras		270		—		270
Canada		224		—		224
Colombia		137		—		137
The Netherlands		34		—		34
Costa Rica		29		—		29
Guatemala		23		—		23
Thailand		2		—		2


	As of
(in thousands)	March 31, 2026		December 31, 2025
Identifiable assets
Specialty Chemicals	$	38,012	$	37,303

Corporate and other	64,602		74,634

	$	102,614	$	111,937

1All Other includes corporate overhead expenses and ongoing expenses for properties under the Master Lease not assigned to a segment in which the Company is the responsible party.

2Cost of good sold - other includes manufacturing labor and overhead expenses, depreciation expense, repair and maintenance expense, shipping expense, scrap and shrinkage expense, and other operational manufacturing overhead expenses.

3Selling, general and administrative expenses include sales and administrative salaries, wages and benefits and overhead expenses, professional fees, depreciation and amortization expense, corporate overhead allocation expense and other administrative overhead expenses.

4Geographic sales are attributed to countries based on the location of the customer.

Note 15: Subsequent Events

On May 4, 2026, the Company entered into an asset purchase agreement with Midwest Graphic Sales, Inc. and Sigma Coatings, Inc. (together "Midwest") pursuant to which the Company purchased substantially all of the assets and certain specified liabilities of Midwest for $14.0 million, subject to certain customary adjustments for working capital, transaction expenses and cash. The acquisition closed simultaneously with the execution of the agreement and was funded using cash on

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Ascent Industries Co.

Notes to Consolidated Financial Statements (Unaudited)

hand. Midwest is a specialty chemical formulator serving coatings for regulated, high-value packaging applications across food, pharmaceutical, and personal care end markets, as well as food service disposables and other consumer applications.

In connection with the Purchase Agreement, the Company received a letter of consent from BMO Bank N.A. ("BMO"), as lender under the Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents dated December 10, 2025 by and between the Company and BMO, consenting to the acquisition of Seller.

As a result of the limited time since the acquisition date and the effort required to conform the financial statements to the Company's practices and policies, the initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity, and capital resources during the three and three months ended March 31, 2026 and 2025, respectively. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the Annual Report), as well as the condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of 2025. This discussion and analysis is presented in five sections:

•Executive Overview

•Results of Operations and Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Material Cash Requirements from Contractual and Other Obligations

•Critical Accounting Policies and Estimates

Executive Overview

Ascent Industries Co. is a specialty chemicals platform focused on the development, production, and distribution of tailored, performance-driven chemical solutions. Ascent Industries Co. was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc.

The Company has one reportable segment: Specialty Chemicals. The Specialty Chemicals segment produces critical ingredients and process aids for the oil & gas, household, industrial and institutional ("HII"), personal care, coatings, adhesives, sealants and elastomers (CASE), pulp and paper, textile, automotive, agricultural, water treatment, construction and other industries.

Macroeconomic Events

We continue to monitor macroeconomic trends and uncertainties such as key material inflation, the effects of recently implemented tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and profitability. As a result of the tariffs announced by the U.S. presidential administration and continued tariff modifications or the imposition of tariffs or export controls by other countries, we have worked with our suppliers to mitigate supply chain challenges, cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies. Much of our raw material used in production is domestically sourced and we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and additional cost savings efforts. Economic pressures on customers and consumers, including the challenges of inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future. In addition, geopolitical conflicts, including the continuation or escalation of events like the U.S.-Israel-Iran conflict may also disrupt business operations of suppliers and/or customers, causing supply chain constraints or delays, increased pricing or delayed spending by our customers. The full impact of such events are not known at this time, but they could have a material adverse impact on our business, financial condition, results of operations, and stock price.

Following the February 20, 2026, Supreme Court ruling regarding the imposition of tariffs under the International Emergency Economic Powers Act (IEEPA), U.S. Customs and Border Protection is developing refund procedures for tariffs previously paid under IEEPA. Concurrently, the Administration imposed a temporary 10% general tariff under Section 122 of the Trade Act of 1974 subject to several exemptions, including the import into the United States of certain aerospace products. These developments did not have a material impact on our financial position, results of operations and cash flows during the first quarter of 2026.

Results of Operations

Consolidated Performance Summary

Consolidated net sales for the first quarter of 2026 were $19.4 million, an increase of $1.6 million, or 8.9%, compared to net sales for the first quarter of 2025. The increase in net sales was primarily driven by a 7.6% increase in pounds shipped and a 5.2% increase in average selling prices.

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For the first quarter of 2026, consolidated gross profit decreased 8.4% to $2.8 million, or 14.5% of sales, compared to $3.1 million, or 17.2% of sales in the first quarter of 2025. The decrease for the first quarter was primarily attributable to the timing of manufacturing variances and cost recovery in relation to sales.

Consolidated selling, general, and administrative expense (SG&A) for the first quarter of 2026 increased $0.3 million to $5.1 million, or 26.4% of sales, compared to $4.9 million, or 27.3% of sales in the first quarter of 2025. The increase in SG&A expense for the first quarter of 2026 was primarily driven by increases in salaries, wages and benefits, rent expense and stock compensation expense partially offset by decreases in incentive bonus.

Consolidated operating loss in the first quarter of 2026 totaled $2.4 million compared to an operating loss of $2.0 million in the first quarter of 2025. The operating loss increase in the first quarter of 2026 was primarily driven by aforementioned decrease in gross profit and increase in SG&A expense.

Specialty Chemicals

SG&A expense for the first quarter of 2026 was $4.9 million, or 25.1% of sales, compared to $2.9 million, or 16.3% of sales in the first quarter of 2025. The increase in dollars for the first quarter of 2026 was primarily driven by increases in corporate expense allocation, salaries, wages and benefits and miscellaneous expense partially offset by decreases in incentive bonus.

Operating loss increased to $2.1 million for the first quarter of 2026 compared to operating income of $0.8 million for the first quarter of 2025. The current year increase in operating loss was primarily driven by the aforementioned decreases in gross profit and increase in SG&A expense.

Corporate & Other Items

Unallocated corporate and other expenses for the first quarter of 2026 decreased $2.6 million, or 91.4%, to $0.2 million, or 1.2% of sales, compared to $2.8 million, or 15.7% of sales, in the prior year. The first quarter of 2026 decrease in dollars was primarily driven by increases corporate allocation as well as decreases in incentive bonus, professional fees, taxes and licenses partially offset by increases in salaries, wages and benefits.

Interest income was $0.3 million for the first quarter of 2026 compared to interest expense of $0.1 million for the first quarter of 2025. The change was driven by a higher interest-bearing cash balance in the current year compared to the prior year. The Company had no debt outstanding under its credit facilities in either period.

The effective tax rate for continuing operations was (6.1)% and (8.4)% for the three months ended March 31, 2026 and 2025, respectively. The three months ended March 31, 2026 effective tax rate was lower than the U.S. statutory rate of 21.0% primarily due to changes in the valuation allowance over federal and U.S. state deferred tax assets.The three months ended March 31, 2025 effective tax rate was lower than the U.S. statutory rate of 21.0% primarily due to the valuation allowance over federal and U.S state deferred tax assets.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use the following non-GAAP financial measures: EBITDA and Adjusted EBITDA. Management believes that these non-GAAP measures are useful because they are key measures used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions as well as allow readers to compare the financial results between periods. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.

EBITDA and Adjusted EBITDA

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

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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.

Consolidated EBITDA and Adjusted EBITDA from continuing operations are as follows:


		Three Months Ended March 31,
($ in thousands)		2026			2025
Consolidated
Net loss from continuing operations		$	(1,980)		$	(2,175)
Adjustments:
	Interest expense (income), net	(294)			114

	Income taxes	114			169
	Depreciation	861			978
	Amortization	117			153
EBITDA		(1,182)			(761)
	Acquisition costs and other	—			237

	Shelf registration costs	14			—






	Stock-based compensation	134			35
	Non-cash lease expense	(26)			24

	Restructuring and severance cost	97			—
Adjusted EBITDA		$	(963)		$	(465)
	% of sales	(5.0)		%	(2.6)		%

Specialty Chemicals EBITDA and Adjusted EBITDA are as follows:


		Three Months Ended March 31,
($ in thousands)		2026			2025
Specialty Chemicals
Net income (loss)		$	(2,142)		$	738
Adjustments:
	Interest expense, net	12			16
	Depreciation	817			962
	Amortization	117			153
EBITDA		(1,196)			1,869
	Acquisition costs and other	—			92

	Stock-based compensation	30			—
	Non-cash lease expense	(15)			9
	Restructuring and severance costs	38			—
Specialty Chemicals Adjusted EBITDA		$	(1,143)		$	1,970
	% of segment sales	(5.9)		%	11.0		%

Liquidity and Capital Resources

We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including level of investment required to support our business strategies, the performance of our business, capital expenditures, credit facilities and working capital management. Capital expenditures and share repurchases are a component of our cash flow and capital management strategy which we can adjust in response to economic and other changes in our business environment. We have a disciplined approach to capital allocation focusing on priorities that support our business and growth.

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Sources of Liquidity

Funds generated by operating activities supplemented by our available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. As of March 31, 2026, we held $47.8 million of cash and cash equivalents, as well as $14.2 million of remaining available capacity on our revolving line of credit. We believe our sources of liquidity will be sufficient to fund operations and anticipated capital expenditures as well as repay our debt obligations as they become due over the next 12 months and beyond.

Cash Flows

Cash flows from continuing operations were as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Total cash used in:
Operating activities	$	(5,428)	$	(1,698)
Investing activities	(422)		(318)
Financing activities	(3,935)		(558)
Net decrease in cash and cash equivalents	$	(9,785)	$	(2,574)

Operating Activities

The increase in cash used in operating activities for the three months ended March 31, 2026, compared to cash used in operating activities in the three months ended March 31, 2025, was primarily driven by changes in working capital. Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, customer payments of accounts receivable and payments to vendors in the regular course of business. Accounts payable decreased operating cash flows by $1.2 million for the first three months of 2026, compared to increase of $0.2 million in the first three months of 2025. The change in accounts payable is primarily due to a decrease in days payables outstanding. Accounts receivable and advances decreased operating cash flows by $2.5 million in the first three months of 2026 compared to a $1.1 million decrease in the first three months of 2025. The decrease in cash generated by accounts receivable and advances is primarily driven by an increase in net sales in the current period partially offset by a decrease in days sales outstanding compared to the first three months of 2025. Inventory increased operating cash flows for the first three months of 2026 by $1.3 million compared to a decrease of $1.1 million for the first three months of 2025. The change in inventory is primarily driven by lower inventory purchases in the first three months of 2026 compared to the first three months of 2025 coupled with similar days inventory outstanding year over year.

Investing Activities

Net cash used in investing activities primarily consists of transactions related to capital expenditures. The increase in cash used in investing activities for the three months ended March 31, 2026 compared to the cash used in investing activities for the three months ended March 31, 2025 was primarily due to increases in capital expenditures in the current year compared to the prior year.

Financing Activities

Net cash used in financing activities primarily consists of transactions related to our credit facilities and share repurchases. The increase in cash used in financing activities for the three months ended March 31, 2026 compared to cash used in financing activities for the three months ended March 31, 2025 was primarily due to increased repurchases of common stock. The Company had no debt outstanding under its credit facilities as of March 31, 2026 and December 31, 2025.

Short-term Debt

The Company has a note payable in the amount of $1.1 million with an annual interest rate of 3.68% maturing April 1, 2026, associated with the financing of the Company's insurance premium in 2025. As of March 31, 2026, the outstanding balance was $0.1 million.

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Credit Facilities

On December 10, 2025, Ascent Industries Co. (“Ascent”) entered into a Limited Waiver, Consent and Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders under Ascent’s credit facility (the “Sixth Credit Facility Amendment”). The maximum revolving loan commitment under the credit facility remains $30 million with an interest rate between 1.85% and 2.35%, depending on average availability under the credit facility and the Company's consolidated fixed charge coverage ratio. The term of the credit facility remains through December 31, 2027.

The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $4.5 million and (ii) 15% of the revolving credit facility. As of March 31, 2026, the Company was in compliance with all financial debt covenants.

As of March 31, 2026, the Company had no principal payments outstanding on long-term debt. See Note 8 in the unaudited notes to the consolidated financial statements for additional information on the Company's line of credit.

Share Repurchases and Dividends

We have a share repurchase program, authorized by the Company's Board of Directors, that is executed through purchases made from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Shares repurchased are returned to status of authorized, but unissued shares of common stock or held in treasury. As of March 31, 2026, the Company has 1,702,809 shares of its share repurchase authorization remaining.

Shares repurchased for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	2026		2025
Number of shares repurchased	295,695		16,822
Average price per share	$	12.92	$	12.73
Total cost of shares repurchased	$	3,925,717	$	214,622

At the end of each fiscal year the Board of Directors reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2025, no dividends were declared or paid by the Company.

Other Financial Measures

Below are additional financial measures that we believe are important in understanding the Company's liquidity position from year to year. The metrics are defined as:

Liquidity Measure:

•Current ratio = current assets divided by current liabilities. The current ratio will be determined by the Company using generally accepted accounting principles, consistently applied.

Profitability Ratio:

•Return on average equity ("ROAE") = net income divided by the trailing 12-month average of equity. The ROAE will be determined by the Company using generally accepted accounting principles, consistently applied.

Results of these additional measures are as follows:


	March 31, 2026	December 31, 2025
Current ratio	8.7	6.7

Return on average equity	(2.3)%	(8.7)%

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Material Cash Requirements from Contractual and Other Obligations

As of March 31, 2026, our material cash requirements for our known contractual and other obligations were as follows:

•Operating and Finance Leases - The Company enters into various lease agreements for the real estate and manufacturing equipment used in the normal course of business. Operating and finance lease obligations were $13.1 million, with $1.1 million payable within 12 months. See Note 9 for further detail of our lease obligations and the timing of expected future payments.

The Company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity, or capital expenditures. We expect capital spending to be as much as $5.1 million for the remainder of fiscal 2026.

Critical Accounting Policies and Estimates

We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements presented in the Annual Report on Form 10-K for the year ended December 31, 2025. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rule 13a-15(e) of the Exchange Act as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms.” The Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is accumulated and communicated to its management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026, because of the previously reported material weaknesses in internal control over financial reporting, as described below.

Previously Reported Material Weaknesses in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15f-15(f). As reported in our 2025 Form 10-K, based upon the ongoing ineffectiveness of our IT general controls, we did not maintain effective internal control over financial reporting as of December 31, 2025 as a result of material weaknesses in the control environment. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Refer to our 2025 Form 10-K for a description of our material weaknesses.

Ongoing Remediation Efforts to Address Material Weaknesses

Our Board of Directors and management are committed to the continued implementation of remediation efforts to address the material weaknesses. The material weaknesses were first identified in 2021 and 2022 and while the Company has significantly improved its internal control over financial reporting, the material weaknesses remain un-remediated as of March 31, 2026 due to the continued IT general control ineffectiveness. During the three months ended March 31, 2026, management, with oversight from the Company's Audit Committee, continued executing a detailed plan for remediation which includes:

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•Actively working with the third-party service organization to issue a SOC 1 report in fiscal 2026 to obtain the necessary assurance over an in-scope system critical to the Company's financial reporting processes. In addition, we are enhancing our monitoring controls and documentation to continue to strengthen our overall control environment.

•Maintaining corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility and accountability as well as maintaining a sufficient number of qualified resources in key personnel areas over the performance and maintenance of the Company's control environment.

•Continuing to engage an external advisor to assist with enhancing, designing, and implementing general information technology controls, including user access provisioning, cyber-security, and segregation of duties.

•Formalizing information technology policies and procedures to ensure that they are current and comprehensive and support the timely execution of information technology processes and control procedures.

•Maintaining review controls for inventory, revenue accounting, financial close processes and complex accounting to ensure accurate reporting and timely disclosures and ensuring evidence is appropriately retained.

•Maintaining effective controls for communicating and sharing information between the operations, accounting, information technology, sales, finance and legal departments to ensure that the accounting department is consistently provided with complete and adequate support, documentation and information, and that matters are resolved in a timely and effective manner.

The Audit Committee of the Board of Directors is monitoring management's ongoing remediation efforts. With the Audit Committee's oversight, management has dedicated significant resources and efforts to improve our internal control environment to remedy the identified material weaknesses. As we continue to evaluate and implement improvements to our internal control over financial reporting, our management may decide to take additional measures to address our control deficiencies or to modify the remediation efforts undertaken. Because the reliability of the internal control process requires repeatable execution, our material weaknesses cannot be considered fully remediated until all remedial processes and procedures (including additional remediation efforts identified by our senior management as necessary) have been implemented, each applicable control has operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. Until all identified material weaknesses are remediated, we will not be able to assert that our internal controls are effective.

Changes in Internal Control over Financial Reporting

Other than the ongoing remediation efforts described above, there have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

Item 1. Legal Proceedings

It is not unusual for us and our subsidiaries to be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, and environmental matters.. With respect to such lawsuits, claims and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We cannot predict with any certainty the outcome of these unresolved legal actions or, in some cases, the range of possible loss or recovery. Information pertaining to legal proceedings can be found in Note 13 - Commitments and Contingencies in the notes to the unaudited condensed consolidated financial statements, and is incorporated by reference herein.

Item 1A. Risk Factors

There were no material changes in our assessment of risk factors as discussed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth information with respect to purchases of the Company’s common stock on a trade date basis made during the three months ended March 31, 2026:

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Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs1	Number of Shares that May Yet Be Purchased under the Program
January 1, 2026 - January 31, 2026	3,159	$	16.13	3,159	1,995,345
February 1, 2026 - February 28, 2026	—	—		—	1,995,345
March 1, 2026 - March 31, 2026	292,536	12.89		292,536	1,702,809
As of March 31, 2026	295,695	$	12.92	295,695	1,702,809

1On December 19, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 2.0 million shares of the Company's outstanding common stock. The stock repurchase program expires in 24 months and there is no guarantee to the exact number of shares that will be repurchased by the Company over that period. See Note 10 for additional information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intend-ed to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Regulation S-K, Item 408).

Item 6. Exhibits

Exhibit No.

Description

2.1

Asset Purchase Agreement by and among Ascent Industries Co., Midwest Graphic Sales, Inc. and Sigma Coatings, Inc. dated as of May 4, 2026†

10.1

Letter of Consent from BMO Bank N.A. dated May 4, 2026

31.1

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

32.1

Certifications Pursuant to 18 U.S.C. Section 1350

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

101.LAB*

XBRL Taxonomy Extension Label Linkbase

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase

104

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101*)

In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."

†

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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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 thereunto duly authorized.



	ASCENT INDUSTRIES CO.
	(Registrant)


Date:	May 6, 2026	By:	/s/ J. Bryan Kitchen
			J. Bryan Kitchen
			President and Chief Executive Officer
			(principal executive officer)

Date:	May 6, 2026	By:	/s/ Ryan Kavalauskas
			Ryan Kavalauskas
			Chief Financial Officer
			(principal financial and accounting officer)