Ascent Industries Co. reporting shows disclosed ownership of common stock by the Radoff Family Foundation and Bradley L. Radoff. As of the close of business on June 30, 2025, the Foundation directly owned 60,000 shares (about 0.6%) and Mr. Radoff directly owned 290,000 shares; together he may be deemed to beneficially own 350,000 shares, approximately 3.7% of the 9,500,994 shares outstanding reported as of May 16, 2025. The filing identifies common stock as the class reported, notes the Foundation is organized in Texas and Mr. Radoff is a U.S. citizen, and states the holdings are not intended to influence control with a disclaimer as to beneficial ownership of securities not directly owned.
Positive
Transparent disclosure of aggregate beneficial ownership totaling 350,000 shares (3.7%).
Position clearly reported as non-control with an explicit certification that the securities are not held to influence control.
Negative
None.
Insights
TL;DR: This Schedule 13G/A discloses a sub-5% stake (3.7%) by Bradley L. Radoff and his family foundation; not a controlling position.
The filing documents transparent disclosure of equity positions in Ascent Industries: 60,000 shares held by the Radoff Family Foundation and 290,000 shares directly held by Bradley L. Radoff, totalling 350,000 shares (3.7%) on the outstanding-share base of 9,500,994. Ownership is reported as non-control oriented, with an explicit disclaimer. For investors, this represents a notable minority stake that warrants awareness but does not, by itself, indicate a change in governance or control.
TL;DR: Reported holdings are under 5% and the filing emphasizes passive intent and a disclaimer of broader beneficial ownership.
The Schedule confirms that Mr. Radoff serves as a director of the Radoff Family Foundation and may be deemed to beneficially own the Foundation's 60,000 shares, producing an aggregate 3.7% stake. The document explicitly states the holdings were not acquired to influence control and disclaims ownership of securities not directly owned. From a governance perspective, this is a routine disclosure of a non-control position supported by conventional legal disclaimers.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ASCENT INDUSTRIES CO.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
871565107
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
871565107
1
Names of Reporting Persons
Radoff Family Foundation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
871565107
1
Names of Reporting Persons
Radoff Bradley Louis
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
290,000.00
6
Shared Voting Power
60,000.00
7
Sole Dispositive Power
290,000.00
8
Shared Dispositive Power
60,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ASCENT INDUSTRIES CO.
(b)
Address of issuer's principal executive offices:
20 N. MARTINGALE RD, 20 N. MARTINGALE RD, SCHAUMBURG, ILLINOIS 60173
Item 2.
(a)
Name of person filing:
This statement is filed by The Radoff Family Foundation, a Texas non-profit corporation ("Radoff Foundation"), and Bradley L. Radoff. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Mr. Radoff serves as a director of Radoff Foundation and may be deemed to beneficially own the shares of Common Stock, par value $1.00 per share (the "Shares") owned directly by Radoff Foundation.
(b)
Address or principal business office or, if none, residence:
The address of the principal office of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
(c)
Citizenship:
Radoff Foundation is organized under the laws of the State of Texas and Mr. Radoff is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $1.00 per share
(e)
CUSIP No.:
871565107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on June 30, 2025:
(i) Radoff Foundation directly owned 60,000 Shares; and
(ii) Mr. Radoff directly owned 290,000 Shares. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 60,000 Shares owned by Radoff Foundation, which, together with the 290,000 Shares he directly owned, constitutes an aggregate of 350,000 Shares beneficially owned by Mr. Radoff.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Percent of class:
The following percentages are based on 9,500,994 Shares outstanding as of May 16, 2025, which is the total number of Shares outstanding following the Issuer's repurchase of Shares under the Issuer's 10b5-1 share repurchase program as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025.
As of the close of business on June 30, 2025, (i) Radoff Foundation beneficially owned approximately 0.6% of the outstanding Shares and (iii) Mr. Radoff may have been deemed to beneficially own approximately 3.7% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on September 20, 2024.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
