ASCENT INDUSTRIES CO.

Ascent Industries Co. operates as a specialty chemicals platform delivering differentiated, performance-driven chemical solutions to a diverse set of end markets including energy, household, industrial and institutional (HII), personal care, coatings, adhesives, sealants and elastomers (CASE), agriculture, water treatment, pulp and paper, construction, automotive, and other industrial markets. The Company develops, manufactures, and supplies tailored formulations and intermediates that enhance product performance and optimize industrial processes, with a core product portfolio that includes surfactants, defoamers, lubricating agents, flame retardants, and specialty intermediates offered in both petroleum-based and bio-based formulations.

The Company's top five customers accounted for approximately 51% ¹ of revenues for 2025 and 35% ² of revenues for 2024, reflecting a significant customer concentration that management actively manages by pursuing growth across a diversified set of customers, applications, and end markets. The Company competes in a highly competitive specialty chemicals marketplace where its ability to compete effectively depends on maintaining advanced technical capabilities and continuously developing and commercializing innovative, high-value specialty chemical solutions.

The Company generates revenue primarily through the production, shipment, and delivery of specialty chemical products, with revenue recognized when control of promised goods or services is transferred to customers upon shipment. The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time, and the Company offers comprehensive custom manufacturing services spanning product development, process optimization, scale-up, and commercial production, operating both customer-dedicated assets and flexible multi-purpose manufacturing systems.

The Company's core product portfolio includes surfactants, defoamers, lubricating agents, flame retardants, and specialty intermediates, offered in both petroleum-based and bio-based formulations. These products are used as critical ingredients and process aids in applications such as cleaning formulations, coatings systems, oilfield production chemicals, agrochemical formulations, metalworking fluids, water treatment solutions, and industrial textiles. The Company also provides comprehensive custom manufacturing services spanning product development, process optimization, scale-up, and commercial production. For the year ended December 31, 2025, Custom Manufacturing revenues were $52.643 million ³ and Core Technology revenues were $22.299 million ⁴, compared to $58.920 million ⁵ and $21.843 million ⁶ respectively in 2024.

The Company's 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. The segment's net sales for 2025 were $74.942 million ⁷ compared to $80.763 million ⁸ in 2024, with gross profit of $17.212 million ⁹ or 23.0% ¹⁰ of sales in 2025 versus $11.189 million ¹¹ or 13.9% ¹² of sales in 2024. Operating income for the Specialty Chemicals segment totaled $3.751 million ¹³ for 2025 compared to $1.166 million ¹⁴ for 2024.

During fiscal 2025, the Company completed the divestiture of its Tubular Products Segment through two transactions. On April 4, 2025, the Company sold substantially all assets related to Bristol Metals, LLC for approximately $45 million ¹⁵ of cash proceeds, of which $4.5 million ¹⁶ was placed in an escrow account. On June 30, 2025, the Company sold substantially all assets related to American Stainless Tubing, Inc. for approximately $16 million ¹⁷ of cash proceeds, of which $0.8 million ¹⁸ was placed in an escrow account. The Company also entered into multiple amendments to its Master Lease with Store Master Funding XII, LLC, including the Seventh Amended and Restated Master Lease Agreement on November 14, 2025, which removed the former Munhall facility and reduced the Company's rent. The Board of Directors authorized new share repurchase programs on February 17, 2025 allowing for repurchase of up to 1.0 million ¹⁹ shares over 24 months, and on December 19, 2025 allowing for repurchase of up to 2.0 million ²⁰ shares over 24 months. During 2025, the Company repurchased 745,524 ²¹ shares for a total cost of $9,159,661 ²² at an average price of $12.26 ²³ per share.

For the fiscal year ended December 31, 2025, total net sales from continuing operations were $74.942 million ²⁴, a decrease of $5.8 million ²⁵ or 7.2% ²⁶ from $80.763 million ²⁷ in 2024. Gross profit from continuing operations increased 61.0% ²⁸ to $17.212 million ²⁹, or 23.0% ³⁰ of sales, compared to $10.692 million ³¹, or 13.2% ³² of sales in 2024. Operating loss from continuing operations improved to $7.027 million ³³ from an operating loss of $10.802 million ³⁴ in 2024. Net loss from continuing operations was $5.584 million ³⁵ compared to a net loss of $12.577 million ³⁶ in 2024. Net income (loss) including discontinued operations was $0.867 million ³⁷ compared to a net loss of $13.598 million ³⁸ in 2024.

The Company introduced its Chemicals-as-a-Service (CaaS) strategy in 2025, focused on building a differentiated specialty chemicals platform that solves customer problems across the value chain. This strategy is organized around four core pillars: Discovery & Development, Commercial & Contracting, Manufacturing and Fulfillment, and Service & Lifecycle Support. The Company's R&D efforts are focused on new product development and the integration and optimization of customer products and processes across its diverse manufacturing asset base, with the Company having strengthened its R&D capabilities through targeted talent acquisition over the past year, adding technical expertise in product and application development.

The Company is committed to a long-term strategy of reinvesting capital in its current business segment to foster organic growth and completing acquisitions that expand manufacturing capabilities, product offerings and geographic footprint. The Company may, from time-to-time, divest or close businesses in an effort to better align capital investment within its core operations, increase operational efficiencies and improve profitability. Management believes its flexible operating model, which enables customers to accelerate commercialization while avoiding the capital investment and operational complexity of building and maintaining their own manufacturing infrastructure, supports incremental revenue growth with limited incremental fixed cost, contributing to margin expansion and operating leverage over time.

The Company's gross margin improved significantly in 2025, with gross profit from continuing operations increasing 61.0% ³⁹ to 23.0% ⁴⁰ of sales compared to 13.2% ⁴¹ of sales in 2024, driven by improved strategic sourcing initiatives, product line management resulting in lower raw material costs, and operational cost management and efficiencies. The Company pursues ongoing efficiency and cost-reduction initiatives, which may involve facility optimizations, workforce adjustments, or process changes, though these efforts carry risks including employee relations issues or failure to achieve targeted savings.

The Company expects capital spending in fiscal 2026 to be as much as $5.5 million ⁴². As of December 31, 2025, the Company employed 198 ⁴³ individuals, of which 197 ⁴⁴ were full-time employees, with approximately 54 ⁴⁵ employees, or 27% ⁴⁶ of the workforce, represented by local unions affiliated with the United Food and Commercial Workers. The Company's voluntary turnover rate in 2025 was approximately 27% ⁴⁷, and average employee tenure is approximately 9 years ⁴⁸.

The Company's capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through share repurchases and dividends. As of December 31, 2025, the Company held $57.6 million ⁴⁹ of cash and cash equivalents, with $11.4 million ⁵⁰ of remaining available capacity on its revolving line of credit. The Company had no debt outstanding as of December 31, 2025 ⁵¹. No dividends were declared or paid in 2025 or 2024 ⁵². The Company's previous share repurchase program allowed for repurchase of up to 790,383 ⁵³ shares and expired on February 17, 2025, with new programs authorized for up to 1.0 million ⁵⁴ shares and 2.0 million ⁵⁵ shares over 24 months each.

The Company faces headwinds from the recently imposed U.S. tariffs, which did not materially impact fiscal 2025 results, but whose effects and the potential imposition of modified or additional tariffs may create new trade barriers that disrupt supply chains, raise costs, weaken consumer confidence and impact consumer demand for products. The Company is closely monitoring the rapidly evolving tariff landscape and working diligently with key suppliers to mitigate risks. Additionally, the Company's recent complete exit from the Tubular Products Segment increases its dependence on the Specialty Chemicals Segment, which could amplify the impact of adverse events in the chemicals industry such as raw material price volatility, supply chain disruptions, or shifts in demand from end markets.

The Company identified material weaknesses in its internal control over financial reporting as of December 31, 2025, specifically in the areas of information technology general controls, inventory, period-end financial reporting including journal entries and reconciliations, and complex accounting such as income taxes. Management is actively executing a remediation plan including working with the third-party service organization to issue a SOC 1 report in fiscal 2026, maintaining corporate oversight over process-level controls, continuing to engage an external advisor to assist with enhancing information technology controls, and formalizing information technology policies and procedures.

The Company's top five customers accounted for approximately 51% ⁵⁶ of revenues in 2025 and 35% ⁵⁷ in 2024, and an adverse change in or termination of the relationship with one or more of these customers could materially and adversely affect results of operations. The Company's recent complete exit from the Tubular Products Segment increases its dependence on the Specialty Chemicals Segment, which could amplify the impact of adverse events in the chemicals industry such as raw material price volatility, supply chain disruptions, or shifts in demand from end markets. The Company has identified material weaknesses in its internal control over financial reporting as of December 31, 2025, which could result in misstatements of accounts or disclosures in the consolidated financial statements that would not be prevented or detected on a timely basis. The Company's operations are subject to numerous federal, state and local environmental protection and health and safety laws, and the Company has incurred and expects to continue to incur additional capital expenditures to comply with applicable environmental laws, with the costs of such compliance being potentially material. The Company's business depends on the timely availability of raw materials, and approximately 34% ⁵⁸ of total raw material purchases were sourced from the Company's top five suppliers in 2025, with certain key inputs obtained from a sole supplier or limited number of qualified suppliers.

Management's message emphasizes the introduction of the Chemicals-as-a-Service (CaaS) strategy in 2025, focused on building a differentiated specialty chemicals platform that solves customer problems across the value chain rather than competing solely on products or manufacturing capacity. The strategy is organized around four core pillars: Discovery & Development, Commercial & Contracting, Manufacturing and Fulfillment, and Service & Lifecycle Support. Management believes that the Company's flexible operating model enables customers to accelerate commercialization while avoiding capital investment and operational complexity, and that this approach supports incremental revenue growth with limited incremental fixed cost, contributing to margin expansion and operating leverage over time. The Company's culture emphasizes accountability, execution, and continuous improvement, with performance evaluated based on results achieved rather than activity or effort alone.