[8-K/A] Astec Industries Inc Amends Material Event Report

Rhea-AI Filing Summary

Astec Industries filed an amendment to a Current Report on Form 8-K/A to attach financial information for the recently acquired TerraSource business. The filing states the audited financial statements of TerraSource for the year ended December 31, 2024 and unaudited financial statements for the three months ended March 31, 2025 are included as Exhibits 99.1 and 99.2. The company also attached unaudited pro forma combined financial statements as Exhibit 99.3 covering the year ended December 31, 2024 and the three months ended March 31, 2025. These exhibits are incorporated by reference into the amended report.

Positive

• Audited year-end financial statements for TerraSource are attached (Exhibit 99.1)
• Unaudited interim financials for the three months ended March 31, 2025 are provided (Exhibit 99.2)
• Unaudited pro forma combined financial statements are included (Exhibit 99.3)

Negative

• The amendment text does not disclose summary financial metrics (revenue, profit, assets) within the filing excerpt
• No narrative discussion of acquisition accounting impacts or integration costs is provided in the excerpt

Insights

Financial Reporting Analyst

TL;DR: The amendment supplies audited and pro forma statements for the acquired business, enabling comparative analysis.

The amendment attaches audited year-end financials for TerraSource (year ended December 31, 2024) plus unaudited interim results (three months ended March 31, 2025), which let analysts map historical performance into the combined entity. The inclusion of pro forma combined statements for the same periods supports evaluations of scale and combined results.

Key dependencies include the completeness of the exhibits and how acquisition accounting was applied in the pro forma statements. Investors should review Exhibits 99.1, 99.2, and 99.3 for purchase accounting adjustments, historical goodwill/intangibles, and any disclosed pro forma adjustments covering near-term integration effects.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2025

Astec Industries, Inc.

(Exact name of registrant as specified in its charter)

Tennessee			001-11595			62-0873631
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1725 Shepherd Road, Chattanooga, Tennessee 37421

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 899-5898

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:

☐						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(s)			Name of each exchange on which registered
Common Stock			ASTE			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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

Explanatory Note

On July 1, 2025, Astec Industries, Inc. (the "Company") filed a Current Report on Form 8-K with the Securities and Exchange Commission (the "Original 8-K"), which reported that the Company completed the acquisition of TerraSource Holdings, LLC, a Delaware limited liability company ("TerraSource"), effective as of July 1, 2025 and pursuant to that certain Membership Interest Purchase Agreement, dated as of April 28, 2025, by and among the Company, TerraSource, RLI TSG Holdings LLC, Milacron LLC and the other seller parties thereto. This Current Report on Form 8-K/A amends the Original 8-K to include the consolidated financial statements and pro forma financial statements required by Item 9.01 of Form 8-K. The Company had previously indicated in the Original 8-K that such financial statements and pro forma information would be provided no later than 71 days from the date on which the Original 8-K was required to be filed. This Current Report on Form 8-K/A should be read in conjunction with the Original 8-K. Except as set forth herein, no other modifications have been made to information contained in the Original 8-K.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The audited financial statements of TerraSource as of and for the year ended December 31, 2024 and unaudited financial statements of TerraSource as of and for the three months ended March 31, 2025, as required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K/A and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Company as of and for the year ended December 31, 2024 and as of and for the three months ended March 31, 2025, as required by Item 9.01(b) of Form 8-K are attached as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.

(d)Exhibits

23.1						Consent of BDO USA, P.C.
99.1						Audited Financial Statements of TerraSource as of and for the year ended December 31, 2024
99.2						Unaudited Financial Statements of TerraSource as of and for the three months ended March 31, 2025
99.3						Unaudited Pro Forma Combined Financial Statements as of and for the year ended December 31, 2024 and the three months ended March 31, 2025
104						Cover Page Interactive Data File embedded within the Inline XBRL document

SIGNATURES

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

			Astec Industries, Inc.
Date: September 10, 2025			By:			/s/ Brian J. Harris
						Brian J. Harris
						Chief Financial Officer

FAQ

What does Astec Industries' 8-K/A for ASTE attach regarding TerraSource?

The filing attaches the audited financial statements of TerraSource for the year ended December 31, 2024 (Exhibit 99.1), unaudited statements for the three months ended March 31, 2025 (Exhibit 99.2), and unaudited pro forma combined financial statements (Exhibit 99.3).

Are pro forma financial statements included in the ASTE amendment?

Yes. The unaudited pro forma combined financial statements for the year ended December 31, 2024 and the three months ended March 31, 2025 are attached as Exhibit 99.3.

Do the exhibits include audited financials for TerraSource in the ASTE filing?

Yes. The audited financial statements for TerraSource as of and for the year ended December 31, 2024 are attached as Exhibit 99.1.

Does the amendment provide summarized financial metrics in its text?

No. The excerpted amendment text only references the attached exhibits and does not present summarized revenue, profit, or balance sheet numbers.

Which exhibits should investors read to evaluate the acquisition's financials?

Investors should review Exhibits 99.1 (audited TerraSource year-end statements), 99.2 (unaudited interim statements), and 99.3 (unaudited pro forma combined statements).