Ascent Industries (NASDAQ: ACNT) credit amendment adds waiver, new loan party

Rhea-AI Filing Summary

Ascent Industries Co. entered into a Limited Waiver, Consent and Sixth Amendment to its credit agreement with BMO Bank N.A. and other lenders on December 10, 2025.

The amendment gives lender consent for assigning the lease of Ascent’s former tubular facility in Munhall, Pennsylvania to a new tenant and for organizational changes in its chemical manufacturing businesses, including creating a new holding company, Ascent Chemicals, LLC, which will be added as a loan party under the credit facility.

It also grants a limited waiver of an event of default that arose when Ascent repurchased shares in an aggregate amount above the repurchase threshold in the existing credit facility; the lenders did not accelerate Ascent’s obligations and, under the waiver, no longer have acceleration rights based on that default.

Insights

Credit and capital structure analyst

Ascent cures a covenant default via a limited waiver while reshaping its chemical business within the credit group.

Ascent Industries has amended its BMO-led credit facility through a Limited Waiver, Consent and Sixth Amendment dated December 10, 2025. The changes add Ascent Chemicals, LLC as a new holding company and loan party for all chemical manufacturing businesses, while obtaining lender consent for a lease assignment of the former Munhall tubular facility. This keeps the reorganized chemical operations and related assets clearly within the lender group.

The amendment also provides a limited waiver of an event of default triggered when Ascent’s share repurchases exceeded the threshold in Section 8.06(c) of the existing credit agreement. The lenders did not accelerate any obligations and, after this waiver, no longer have acceleration rights tied to that specific default, which reduces immediate refinancing or liquidity pressure from this covenant breach.

The waiver is described as limited, so future compliance with repurchase and other covenants remains important to avoid renewed default risks under the facility. The formal inclusion of Ascent Chemicals, LLC as a loan party may also influence how lenders view collateral and guarantees across the chemical manufacturing platform in subsequent reporting periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 10, 2025

Ascent Industries Co.

(Exact name of registrant as specified in its charter)

Delaware

0-19687

57-0426694

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(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)

Inapplicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.    Entry into a Material Definitive Agreement.

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 “Credit Facility Amendment”). The Credit Facility Amendment contains a consent for (a) Ascent entering into the previously disclosed assignment of the lease for Ascent’s former tubular facility in Munhall, Pennsylvania to a new tenant, and (b) certain 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 Credit Facility Amendment will also add Ascent Chemicals as a loan party to the credit facility. In addition, the Credit Facility Amendment provides 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 existing 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.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description of Exhibit
10.1*			Limited Waiver, Consent and Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders party thereto as of December 10, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential. Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant undertakes to furnish the omitted information and schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

			ASCENT INDUSTRIES CO.
Dated: December 15, 2025			By: /s/ Ryan Kavalauskas
			Ryan Kavalauskas
			Chief Financial Officer

FAQ

What agreement did Ascent Industries (ACNT) enter into on December 10, 2025?

On December 10, 2025, Ascent Industries 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 its credit facility.

Why did Ascent Industries (ACNT) obtain a limited waiver under its credit facility?

Ascent Industries obtained a limited waiver because an event of default had occurred after it repurchased shares in an aggregate amount that exceeded the share repurchase threshold set in Section 8.06(c) of its existing credit facility.

How does the credit amendment affect Ascent Industries chemical businesses?

The amendment consents to organizational changes in Ascents chemical manufacturing businesses, including updated names for branding consistency and the formation of Ascent Chemicals, LLC, a new holding company that will own all chemical manufacturing businesses and be added as a loan party to the credit facility.

What lease assignment did Ascent Industries (ACNT) receive lender consent for?

The lenders granted consent for Ascent Industries to enter into the previously disclosed assignment of the lease for its former tubular facility in Munhall, Pennsylvania to a new tenant.

What happened to lender acceleration rights after the waiver for Ascent Industries?

The lenders under Ascents credit facility did not accelerate any obligations as a result of the event of default, and under the limited waiver they no longer have acceleration rights based on that specific default.

What is Ascent Chemicals, LLC in relation to Ascent Industries (ACNT)?

Ascent Chemicals, LLC is a new holding company formed to own all of Ascents chemical manufacturing businesses, and it is being added as a loan party under Ascents credit facility through the amendment.