FutureFuel (NYSE: FF) outlines 2025 biofuels slowdown and chemicals growth
Rhea-AI Filing Summary
FutureFuel Corp. is a Delaware-based manufacturer of specialty chemicals and biodiesel operating from an integrated 2,200-acre site in Batesville, Arkansas. Its business is organized into two segments: Chemicals and Biofuels, with chemicals representing 62% of 2025 revenue and biofuels 38%.
The Chemicals segment combines long-term custom manufacturing, which generated 54% of total 2025 revenue, with performance chemicals at 8%. Three chemical customers accounted for 48% of total 2025 sales, highlighting meaningful customer concentration. The Biofuels segment has a demonstrated biodiesel capacity of about 59 million gallons per year but produced only 9 million gallons in 2025, down from 45 million gallons in 2024, as regulatory uncertainty constrained throughput.
The company’s results are highly sensitive to U.S. and global economic conditions, government programs such as the Renewable Fuel Standard and tax credits, and competition from renewable diesel and imports. It emphasizes environmental stewardship, spending $7,862 on environmental protection in 2025, and maintains robust cybersecurity and human capital programs while outlining extensive risk factors ranging from regulation and feedstock availability to technology change and cyber-incidents.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM
(Mark One)
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
| | 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:
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of March 16, 2026:
Forward-Looking Information
This report and the documents incorporated by reference into this report contain forward-looking statements. Forward-looking statements deal with our current plans, intentions, beliefs, and expectations, and statements of future economic performance. Statements containing such terms as “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate,” and other phrases of similar meaning are considered to contain uncertainty and are forward-looking statements. In addition, from time to time we or our representatives have made or will make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the U.S. Securities and Exchange Commission (the “SEC”), or in press releases, or in oral statements made by or with the approval of one of our authorized executive officers.
These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth under the headings “Risk Factors” beginning at page 16 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning at page 32 and in our other filings made with the SEC. You should not place undue reliance on any forward-looking statements contained in this report which reflect our management’s opinions only as of their respective dates. Except as required by law, we undertake no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this report and in subsequent filings with the SEC are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. You should consult any additional disclosures we have made or will make in our reports to the SEC on Forms 10-K, 10-Q, and 8-K, and any amendments thereto. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.
Table of Contents
| Page |
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| Part I |
1 |
| Item 1. Business. |
1 |
| Item 1A. Risk Factors. |
16 |
| Item 1B. Unresolved Staff Comments. |
28 |
| Item 1C. Cybersecurity. | 28 |
| Item 2. Properties. |
29 |
| Item 3. Legal Proceedings. |
29 |
| Item 4. Mine Safety Disclosures. |
29 |
| Part II |
30 |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
30 |
| Item 6. [Reserved] |
32 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
33 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. |
46 |
| Item 8. Financial Statements and Supplementary Data. |
47 |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
80 |
| Item 9A. Controls and Procedures. |
80 |
| Item 9B. Other Information. |
82 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
82 |
| Part III |
83 |
| Item 10. Directors, Executive Officers, and Corporate Governance. |
83 |
| Item 11. Executive Compensation. |
88 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
97 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. |
99 |
| Item 14. Principal Accountant Fees and Services. |
100 |
| Part IV |
101 |
| Item 15. Exhibits and Financial Statement Schedules. |
101 |
| Item 16. Summary |
102 |
PART I
| Item 1. |
Business |
OVERVIEW
FutureFuel Corp. (“FutureFuel,” the “Company,” “we,” “us,” or “our,” and includes our wholly-owned subsidiaries) is a Delaware corporation operating primarily through our subsidiary, FutureFuel Chemical Company. We manufacture a diverse portfolio of inorganic chemicals, bio-based specialty chemicals, and biofuels in our integrated facility in Batesville, Arkansas.
FutureFuel is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “FF”. Our headquarters are located at our facility in Batesville, Arkansas.
Unless noted otherwise, all financial figures in this report are presented in thousand United States dollars, excluding per-share data.
Financial Highlights & Dividends
We maintained a consistent commitment to returning value to our shareholders.
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2025: Distributed quarterly cash dividends totaling $0.24 per share. |
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2026: Declared an initial quarterly dividend of $0.06 per share for the first quarter of 2026. |
Segment Operations
Our operations are organized into two primary segments: Chemicals and Biofuels.
Chemicals Segment
Our Chemicals segment is a premier provider of custom manufacturing solutions, serving a diverse portfolio of third-party customers. By combining high-barrier technical expertise with a sophisticated integrated infrastructure, we deliver mission-critical chemistry at scale.
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Strategic Roadmap: Integration and Market Expansion: We are aggressively expanding our market footprint through a dual-track strategy of diversification and vertical integration. Most notably, by backward integrating into the production of key intermediate raw materials, we have secured our internal supply chain while creating the opportunity for a new revenue stream through external sales. Our growth is anchored by an unwavering commitment to an ingrained culture of safety. We simultaneously invest in process automation and lean methodologies to enhance manufacturing reliability and throughput. |
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Competitive Edge: The Chemicals segment leverages a "moat" built on technical complexity and cost leadership. As a premier integrated manufacturing site, we offer a unique value proposition that balances sophistication with fiscal discipline. Our facility is equipped to handle intricate chemical syntheses, providing customers with superior quality and technical precision. Through rigorous operational excellence and proactive cost management, we provide a high-quality, low-cost manufacturing environment that remains resilient in a fluctuating global marketplace. Our scale allows partners to achieve significant production efficiencies, reducing their time-to-market and overall supply chain risk. |
Biofuels Segment
This segment leverages chemical manufacturing know-how with cost effective infrastructure to produce biodiesel (fatty acid mono-alkyl esters) sustainable fuel solutions.
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Capacity & Production: Our facility has a demonstrated capacity of approximately 59 million gallons per year (“MMgy”). In 2025, the plant had limited throughput of biodiesel due to the absence of regulatory guidance regarding certain government support for the sustainable fuel industry. In 2025, we produced 9 million gallons, following a 2024 output of 45 million gallons. |
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| ● | Operational Synergy: Our plant design supports a wide variety of feedstocks ensuring high yields. By sharing infrastructure with our chemical operations, we benefit from significant cost synergies that allow us to thrive in a competitive landscape. |
NARRATIVE DESCRIPTION OF OUR BUSINESS
Principal Executive Offices and Facility Location
FutureFuel maintains its principal executive offices in Batesville, Arkansas. Our 2,200-acre site serves as the hub for our operations, with approximately 500 acres dedicated to:
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State-of-the-art manufacturing facilities and laboratories. |
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Advanced infrastructure, including on-site liquid hazardous and non-hazardous waste treatment. |
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Ample land reserves to support future business expansion. |
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Our plant is an International Organization for Standardization (“ISO”) 9001 accredited production facility for both chemicals and biofuels, meeting international standards for quality management systems. The ISO 9000 family of standards represents an international consensus on good quality management practices. It consists of standards and guidelines relating to quality management systems and related supporting standards. ISO 9001 provides a set of standardized requirements for a quality management system, regardless of what the user organization does, its size, or whether it is in the private or public sector. It is the only international standard against which organizations can be certified, although certification is not a compulsory requirement of the standard. |
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Safety First. We maintain a "safety-first" operational philosophy that protects our human capital and brand equity. We are dedicated to maintaining a healthy and injury-free workplace. To benchmark our performance and advance our efforts, we actively participate in leading safety programs, including the American Chemistry Council’s Responsible Care program and the Society of Chemical Manufacturers and Affiliates' Chem Stewards initiative, alongside programs from numerous other safety-focused organizations. |
Operations and Revenue Mix
For the year ended December 31, 2025, our revenue was distributed across three primary categories:
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Custom Manufacturing (54%): Producing unique specialty chemicals for strategic customers, typically under long-term contracts (e.g., biocides, specialty polymers, and dyes). |
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Biofuels (38%): Producing and selling biodiesel and petrodiesel blends. |
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Performance Chemicals (8%): Multi-customer specialty chemicals, such as polymer modifiers for stain resistance and various solvents. |
Please see below for additional information regarding these segments and offerings.
Chemicals Segment (62% of Total 2025 Revenue)
Our Chemicals segment is comprised of two distinct business models: Custom Manufacturing (manufacturing specialty chemicals for specific customers) and Performance Chemicals (multi-customer specialty chemicals). We operate as a strategic, full-service partner, leveraging our technical expertise and integrated infrastructure to serve a diverse client base. For both chemical models, we are pursuing development and commercialization of building block chemicals and intermediate chemicals essential to the manufacture of pharmaceuticals. The manufacture of pharmaceuticals requires compounds produced under ISO certified quality systems as well as compounds produced in accordance with Good Manufacturing Practices (“GMP”). The manufacture of both non-GMP and GMP products provides the Company with more growth opportunities to serve customers active in the pharmaceutical intermediate, food ingredient, and other fine chemicals segment. While pursuing this strategy, we continue our efforts to establish a name identity for both chemical business models.
Custom Manufacturing (54% of Total 2025 Revenue)
Custom manufacturing is a service-based business focused on producing unique, proprietary molecules for strategic customers, typically under long-term or multi-year contracts.
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Intellectual Property & Confidentiality: Most products are manufactured under strict confidentiality agreements to protect our customers’ proprietary formulations and intellectual property. |
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Production Versatility: Depending on customer needs and volume requirements, we utilize continuous production, dedicated batch, or general-purpose batch models. |
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Value Proposition: Our customers prioritize our proven track record in dependability, regulatory compliance, technical agility, and environmental stewardship. |
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Collaborative Innovation: Our commercial, engineering, and technology teams work in lockstep with customers to drive continuous process improvements and scale new business opportunities. |
We offer a diversified portfolio serving the following markets:
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Agrochemicals and Oilfield Chemicals |
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Industrial Intermediates and Fabric Care |
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Coatings and Specialty Polymers |
Performance Chemicals (8% of Total 2025 Revenue)
Performance chemicals include specialty products available to the open market and sold to multiple customers based on technical specifications for specific end-use applications. This portfolio includes:
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Polymer Modifiers: Enhancing nylon and polyester for stain resistance and durability. |
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Specialty Solvents & Surfactants: Used in industrial and consumer cleaning. |
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Glycerin Products: High-purity byproducts refined for diverse specialty applications. |
Future Strategy
We have established a robust reputation as a safe, reliable, and technology-driven producer within the global chemical and biofuels markets. To drive shareholder value and maximize earnings, our strategy focuses on leveraging our integrated infrastructure and technical core competencies to capture high-margin growth opportunities.
Key Strategic Pillars
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Operational Excellence and Cost Leadership: We utilize large-scale batch and continuous production processes, paired with a relentless focus on process improvement. This enables us to remain cost-competitive—and for certain product lines, cost-advantaged—relative to global competitors. |
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Integrated Infrastructure Advantage: Our 2,200-acre site features fully integrated utilities and advanced waste treatment facilities. This “complete package” approach provides a significant barrier to entry for competitors and a seamless experience for our custom manufacturing partners. |
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Expansion into Regulated Markets: By integrating GMP capabilities alongside our existing ISO 9001 and Biodiesel Quality (“BQ”)-9000 certifications, we are positioned to expand into higher-value segments, including pharmaceutical intermediates and food-grade ingredients. |
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Bio-Based Expertise: We possess a specialized core competency in the chemical processing of bio-based feedstocks. As global demand for sustainable products increases, our expertise in specialty chemical synthesis and renewable process development positions us as a preferred manufacturer in green chemistry markets. |
Growth and Margin Improvement
We intend to continue to improve operating margins through a disciplined approach to business development:
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Customer Diversification: Actively expanding our footprint across new market segments to reduce historical reliance on legacy contracts. |
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Strategic Product Mix: Carefully managing our pipeline with respect to capital efficiency, time-to-market, and the optimal matching of market opportunities to our existing asset base. |
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Customer Relationship Development: Transitioning from a transactional supplier to a full-service strategic partner to secure long-term, high-volume manufacturing agreements. |
Customers and Markets
Our chemical products serve a diverse array of end-use markets, including detergents, agrochemicals, automotive, oil and gas, coatings, nutrition, and polymer additives. While this broad reach provides stability, certain product lines are subject to cyclicality driven by fluctuations in global macroeconomic demand.
Custom Manufacturing Dynamics
In our custom manufacturing segment, our customers are typically the primary brand owners. Consequently, they maintain control over the key drivers of production demand, including:
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Market Development: The speed and success of their end-product penetration. |
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Intellectual Property: The timing of patent expirations and subsequent generic competition. |
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Sourcing Strategy: Shifts in their internal or external manufacturing requirements. |
Because these factors are outside of our direct control, we may face challenges in maintaining or increasing sales levels for specific custom products if a customer’s strategy or market position shifts.
Three chemical customers each represented greater than 10% of total sales revenue in 2025 for a total of 48%. No chemical customer represented greater than 10% of total sales revenue in 2024.
Competition
The specialty chemicals industry has historically been characterized by high barriers to entry, driven by the concentration of proprietary technology and complex manufacturing capabilities among a limited number of established suppliers. However, the competitive landscape has evolved as technology and capital investment have shifted globally
Global Competitive Dynamics: We face intensifying competition from international multinational chemical manufacturers, particularly those based in India and China. Our competition is generally categorized into two groups:
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Large Multinational Corporations: Competitors that maintain internal specialty chemical divisions. While these entities possess significant resources, they are often challenged by slower responsiveness and less personalized customer service. |
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Small Independent Producers: Boutique firms that may offer agility but frequently lack the necessary technical infrastructure, scale, and financial depth to compete for large-scale strategic contracts. |
Our Competitive Advantages: We compete primarily on the basis of price, quality, technical innovation, and reliability. We believe FutureFuel is uniquely positioned for growth by bridging the gap between large-scale capacity and mid-market agility. Key differentiators include:
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Scale and Infrastructure: Our expansive manufacturing footprint and integrated on-site utilities and wastewater treatment allow for cost-efficient, large-scale production. |
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Technical Sophistication: Our ability to handle complex chemical syntheses and maintain rigorous ISO and GMP standards sets us apart from smaller producers. |
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Operational Reliability: A proven reputation for responsiveness and consistent delivery, which is a critical factor for brand owners in the custom manufacturing space. |
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Financial Strength: A solid balance sheet that provides the stability required to invest in long-term customer partnerships and facility upgrades. |
Supply and Distribution
Our specialty chemicals are generally high-unit-value products sold either in bulk or as low-volume packaged goods. Due to their high value relative to weight, distribution expenses typically represent a relatively minor component of our total cost structure.
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Global Distribution: Most of our chemical products are sold Free on Board (“FOB”) from our Batesville facility. This allows for streamlined global distribution to our international customer base. |
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Raw Material Sourcing: The raw materials required for our chemical syntheses are high-value components sourced from a diverse, global supplier network. This ensures we maintain the specific technical standards required for our custom and performance portfolios. |
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Biofuels Co-products: Unlike our chemical lines, biofuels co-products (such as glycerin and distillation residue) are recovered directly from our on-site processing. These materials are primarily distributed to more localized industrial and agricultural markets. |
Cyclicality and Seasonality
While our Chemicals segment benefits from a diversified portfolio, several product lines are subject to cyclicality driven by fluctuations in global energy and agricultural markets.
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Market Drivers: Demand for chemicals utilized in energy exploration and transportation is closely tied to global oil prices. Similarly, products sold into the agrochemical space are influenced by the pricing of agricultural commodities. |
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Economic Dynamics: Profitability within these cycles is determined by broader supply and demand dynamics, while the duration of these cycles is often dictated by shifting global economic conditions. |
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Stability: Despite the inherent sensitivity to these industry-specific cycles, a significant portion of our chemical portfolio—particularly those under long-term custom manufacturing agreements—continues to provide a consistent and stable earnings base. |
Backlog
The nature of our Chemicals segment revenue, which is primarily derived from long-term custom manufacturing agreements, relies on a collaborative planning model rather than a traditional order-book system.
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Demand Forecasting: Our strategic customers typically provide us with rolling monthly or quarterly demand forecasts. These projections allow us to synchronize our supply chain and optimize the efficiency of our production processes. |
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Order Structure: Because these forecasts represent anticipated needs rather than firm, non-cancelable sales orders, they are not categorized as backlog. |
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| ● | Reporting Policy: Consequently, we do not monitor or report backlog as a metric for assessing future performance, as our revenue realization is more accurately reflected through long-term contract stability and execution against customer forecasts. |
Biofuels Segment (38% of Total 2025 Revenue)
Established in 2005, our biofuels segment focuses on biodiesel, a renewable energy product made from fatty acid mono-alkyl esters which are typically produced from vegetable oil, fat, or grease feedstocks.
Production Capabilities
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Infrastructure: Our Batesville plant features a continuous production line with a demonstrated capacity of 59 MMgy. |
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Feedstock Flexibility: We can process a wide array of feedstocks, including soy oil, poultry fat, used cooking oil, beef tallow, and choice white grease. |
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Quality Standards: All fuel meets the American Society for Testing & Materials (“ASTM”) D6751 standard. We are a BQ-9000 accredited producer and ISO 9001 certified. |
Regulatory Environment
The biofuel industry is heavily influenced by federal mandates:
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Renewable Fuel Standard (“RFS2”): Managed by United States Environmental Protection Agency (the “USEPA”), this program requires specific volumes of renewable fuels to be blended into the United States (“U.S.”) fuel pool. The discussion of how the USEPA monitors the requirements is discussed below. |
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Tax Credits: We transitioned from the Blenders’ Tax Credit (“BTC”) which expired December 31, 2024 to the Clean Fuel Production Credit (“CFPC”) effective January 1, 2025. This new technology-neutral credit subsidizes fuels based on their greenhouse gas (“GHG”) emission levels as proposed by the United States Treasury Department (the “U.S. Treasury”). |
The table below outlines the finalized and proposed volume requirements established by the USEPA, indicating increased volumes under RFS2 and growth for biomass-based diesel and other renewable fuels.
| Renewable Fuel Volumes (billion Renewable Identification Number (“RINs”)) |
||||||||||||
| 2025 |
2026** |
2027** |
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| Cellulosic biofuel |
1.38 | 1.30 | 1.36 | |||||||||
| Biomass-based diesel* |
3.35 | 7.12 | 7.50 | |||||||||
| Advanced biofuel |
7.33 | 9.02 | 9.46 | |||||||||
| Renewable fuel |
22.33 | 24.02 | 24.46 | |||||||||
| Note on Measurement: | ||
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*Biomass-based diesel volumes are expressed in physical gallons. All other categories are represented in ethanol-equivalent units. | |
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Source & Status: | |
| Data for 2025 is based on the finalized USEPA RFS2 standards. | ||
| **Figures for 2026 and 2027 reflect the proposed rule announced by the USEPA on June 13, 2025. |
Renewable Identification Numbers (“RINs”)
RFS2 utilizes RINs as a regulatory tracking mechanism to ensure that U.S. refiners, blenders, and importers meet mandatory renewable fuel blending requirements.
The RIN Lifecycle
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Generation: When a producer like FutureFuel manufactures or imports biodiesel, we report the activity to the USEPA’s Moderated Transaction System. The USEPA then assigns a RIN to the product. Currently, biodiesel is assigned 1.5 RINs per physical gallon. |
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Transfer: RINs remain attached to the biofuel as it moves through the supply chain. When ownership of the fuel passes to refiners or blenders, the associated RINs are transferred as well. |
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Separation: RINs are typically “separated” from the fuel at the point of blending with petrodiesel. Once separated, the RIN acts as a standalone credit that the blender can use to demonstrate compliance with USEPA mandates or sell on the open market. |
Our Strategy for RIN Management
As a biodiesel producer, we generate RINs as an integral part of our production process. Our approach to selling these credits is flexible and market-driven:
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Attached Sales: We frequently sell biodiesel with the associated RINs still attached to the fuel. |
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Separated Sales: In instances where we blend the biodiesel with petrodiesel (at ratios of B80 or less, such as B5 or B20), we have the option to separate the RINs from the fuel. We can then sell the fuel and the RINs as distinct products. |
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Decision Factors: The choice to separate or attach RINs depends on specific customer requests and prevailing market prices for separated credits. |
Market Risk
While RINs are currently traded through market makers, we cannot guarantee the long-term sustainability of a separate RIN market or the future valuation of these credits upon sale.
Byproducts of Biodiesel Production
The manufacturing of biodiesel generates valuable secondary products, primarily glycerin and distillation residue, the sale of which contribute to our overall revenue stream.
Glycerin
Glycerin is a natural byproduct of the transesterification process used in biodiesel production, generated at a rate of approximately 10% by mass of the total biodiesel produced. We manage this byproduct in two ways:
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Crude Glycerin: This unrefined product is sold for industrial and agricultural applications that do not require high purity, such as construction materials and animal feed. Its market price is generally sensitive to supply and demand of energy and agricultural commodities like corn and soy. |
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Refined Glycerin: To capture higher margins, we process a significant portion of our crude glycerin into a high-purity form of glycerin. This refined glycerin serves premium markets, including specialty chemical production and agricultural formulations. |
Our strategy is to maximize the production of refined glycerin whenever refining capacity and market pricing provide a favorable return.
Biodiesel Residue
The final stage of the biodiesel production process leaves behind a distillation residue. While this is a lower-value commodity, we aggregate and market it to various industrial customers. Its primary applications include use as:
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an additive for Bunker C #6 fuel oil; and |
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a specialized asphalt release agent used in road construction. |
2025 Biodiesel Market & Production Trends
Data from the U.S. Energy Information Administration (“EIA”) highlights a shifting landscape in the biofuels sector. As of late 2024, domestic biodiesel production capacity saw a slight contraction, decreasing to 1,995 MMgy from 2,083 MMgy the previous year. Conversely, capacity for renewable diesel and other biofuels experienced robust growth, surging to 4,580 MMgy from 3,897 MMgy. Despite the rapid expansion of renewable diesel, the conventional biodiesel industry continues to demonstrate significant operational resilience.
Current Industry Challenges and 2025 Performance
The industry faced a complex start to 2025, largely due to regulatory ambiguity. The lack of timely guidance from the U.S. Treasury regarding the CFPC, combined with delays in finalized Renewable Fuel Obligations (“RVO”) for 2026, created a cautious market environment.
According to USEPA reporting, these factors contributed to a sharp year-over-year decline in production volumes during the first month of 2025:
| Fuel Type |
Jan 2024 Production |
Jan 2025 Production |
| Biodiesel |
160.6 Million Gallons |
68.7 Million Gallons |
| Renewable Diesel |
200.9 Million Gallons |
175.9 Million Gallons |
| Sustainable Aviation Fuel (SAF) |
9.7 Million Gallons |
16.4 Million Gallons |
Source: USEPA RIN Generation Summary
While biodiesel and renewable diesel volumes softened in early 2025, Sustainable Aviation Fuel (“SAF”) emerged as a growth leader, nearly doubling its output in the same period while it enjoyed a higher CFPC during 2025 which was reduced effective January 1, 2026 to the same level of credit as biodiesel and renewable diesel.
Customers and Markets
Market Reach and Applications
Biodiesel and its various blends serve nearly all traditional petroleum diesel end markets. In the United States, consumption is primarily driven by the on-road transportation sector. However, our products are also utilized in significant off-road applications, including:
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Agriculture: Powering farming equipment. |
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Heating: Residential and commercial heating oil. |
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Energy: Stationary power generation. |
Logistics and Distribution
We maintain a robust distribution network to reach customers across the United States. Our logistics capabilities include:
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Direct Transport: Shipping via truck and rail directly from our facilities. |
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Barge Access: Utilizing a terminal in Little Rock, Arkansas, for waterborne shipments. |
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Strategic Storage: Leveraging liquid bulk storage facilities to ensure a consistent supply for the domestic transportation market. |
Customer Concentration and Sales Strategy
Our biofuel sales are characterized by a varying but occasionally concentrated customer base.
The following table details the revenue concentration for our top two customers within the Biofuels segment and their impact on total Company revenue.
| Fiscal Year |
Biofuel Segment Revenue (Top 2 Customers) |
Total Company Revenue (Top 2 Customers) |
| 2025* |
32% |
12% |
| 2024* |
37% |
25% |
| 2023 |
44% |
35% |
| 2022 |
34% |
27% |
*During 2024 and 2025, our customer base was more diversified, with significant revenue distributed across five distinct entities rather than concentrated in the top two.
Contractual Framework and Risk Mitigation
We do not typically enter into long-term supply contracts for our biofuels. Instead, sales are conducted through monthly or short-term purchase orders at prevailing market prices. We believe the potential loss of any single customer would not result in a material adverse effect on the Company because:
| ● |
Commodity Demand: Biofuels have a broad and active global customer base. |
| ● | Market Fungibility: Our products can be readily redirected to alternative buyers. |
| ● | Flexible Terms: Sales are not tied to fixed-term obligations, and customers have no minimum purchase requirements beyond individual short-term orders. |
| ● | Market-Based Pricing: Revenue is consistently aligned with current market rates. |
Competition in the Biofuels Sector
Our biofuels segment operates in a highly competitive environment, primarily contending with renewable diesel, other biodiesel producers, and the traditional petroleum industry.
Renewable Diesel and Sustainable Aviation Fuel (SAF)
Renewable diesel has emerged as a significant competitor to conventional biodiesel. While both utilize similar feedstocks (fats, vegetable oils, and waste oils), their production methods and chemical properties differ substantially:
| ● |
Production Process: We utilize transesterification to produce biodiesel. In contrast, renewable diesel is produced through hydro-processing. |
| ● |
Fungibility: Unlike biodiesel, which is typically blended with petrodiesel, renewable diesel meets ASTM D975 specifications. This allows it to serve as a 100% direct substitute (“drop-in” fuel) without blending. |
| ● |
Market Advantage: Renewable diesel often commands a premium price due to its superior cold-weather performance, seamless integration into existing infrastructure, and higher RIN generation per gallon. |
| ● |
Capacity Growth: U.S. renewable diesel capacity reached approximately 4,580 million gallons per year by the end of 2024, surpassing conventional biodiesel production in 2023. Additionally, SAF capacity has grown to 16.4 million gallons per year. |
Competitive Landscape
We compete across regional, national, and international markets based on several key factors:
| ● |
Price and Reliability: Maintaining cost-competitiveness and a stable supply chain. |
| ● |
Product Quality: Ensuring strict adherence to fuel standards. |
| ● |
RIN Integrity: Maintaining high market confidence in the validity of our generated RINs. |
While the number of operational biodiesel plants has declined—primarily affecting smaller facilities with limited feedstock access—we continue to face competition from large-scale producers, foreign imports, and emerging cellulosic technologies.
Industry Risks and Barriers
| ● |
Technological Shift: The manufacturing processes for biodiesel and renewable diesel are fundamentally different. It is not economically feasible to retrofit our existing operations for renewable diesel production. |
| ● |
Petroleum Industry Dominance: We compete against massive petroleum companies that possess significantly greater financial and operational resources. |
| ● |
Regulatory Reliance: The economic viability of the biodiesel industry remains heavily dependent on government incentives and mandates. Without these requirements, the impact on processing economics and market demand remains uncertain. |
Supply and Distribution
Feedstock Sourcing and Flexibility
Our production process is engineered for high feedstock flexibility, allowing us to remain agile in a shifting market. We source raw materials from a diverse, multi-channel supplier base that includes:
| ● |
Vegetable Oils: Degummed soybean oil and distilled crude corn oil from national and regional producers. |
| ● |
Waste and Recycled Fats: Reclaimed used cooking oil. |
| ● |
Animal Rendering: Pork, poultry, and beef fats (tallow and choice white grease). |
All feedstocks are currently delivered to our facility via rail or truck. As the biofuels industry expands, competition for economically attractive, low-carbon feedstocks has intensified. Our ability to process a wide variety of these materials is a key factor in mitigating supply risks and managing input costs.
Logistics and Sales Channels
We utilize an integrated distribution network to ensure our products reach customers efficiently across the United States:
| ● |
Direct Plant Sales: We fulfill orders directly from our Batesville facility via railcar and tank truck. |
| ● |
Strategic Storage: Finished biodiesel is transported—using both Company-owned trucks and third-party carriers—to leased liquid bulk storage facilities. |
| ● |
Multi-Modal Distribution: From these regional hubs, we distribute product via tank truck or barge, allowing us to serve large-scale transportation and fuel-blending markets. |
Cyclicality and Seasonality
The biodiesel industry is subject to periodic fluctuations driven by both environmental conditions and regulatory cycles.
Weather-Related Seasonality
Historically, biodiesel demand decreases during the winter months, particularly in the Northern and Midwestern United States. This trend is driven by operational concerns regarding fuel performance in cold temperatures.
| ● |
Cloud Point Variables: The “cloud point”—the temperature at which wax crystals begin to form and the fuel starts to gel—varies by feedstock. |
| ● |
Feedstock Impact: Biodiesel produced from animal fats and used cooking oils typically has a higher cloud point than vegetable-based biodiesels (such as those made from soy or corn oil). Consequently, demand for these specific blends often softens during colder periods to ensure vehicle performance. |
Regulatory Cyclicality
The Renewable Fuel Standard (RFS2) introduces a secondary seasonal layer to our business.
| ● |
Mandate Fulfillment: Demand is often tethered to annual blending requirements. Once the federally mandated volumes for a calendar year are achieved—or when the market anticipates that the mandate will soon be met—buying activity for biodiesel can decrease significantly in the latter part of the year. |
Industry Outlook and Strategic Direction
The biofuels landscape is currently navigating a pivotal transition. With the expiration of the BTC at the end of 2024, the industry has shifted to the CFPC as of January 1, 2025. While this new credit framework is now in effect, the market continues to seek definitive guidance on its long-term interpretation and its ultimate effect on operating margins.
The Competitive Landscape
Small-scale conventional biodiesel producers currently face significant pressure due to a massive influx of investment into large-scale renewable diesel facilities. This growth has created intense competition for the same limited pool of feedstocks. To remain competitive, we believe producers must be proactive.
Key Pillars of Our Adaptability Strategy:
| ● |
Technological Advancement: Implementing improved processes and exploring alternative high-yield feedstocks. |
| ● |
Operational Agility: Maintaining scalability and flexibility in production to respond to market shifts. |
| ● |
Logistical Efficiency: Optimizing our supply chain and distribution networks, including strategic co-location. |
| ● |
Monetization Strategies: Leveraging the sale of separated RINs as a standalone revenue stream. |
| ● |
Risk Management: Utilizing innovative hedging and risk-mitigation tools to protect margins. |
Strategic Risks:
While our segment is geared toward these proactive responses, our future production levels remain subject to external forces. Our ability to operate could be constrained by:
| ● | Feedstock Scarcity: Continued competition from the expanding renewable diesel sector. |
| ● | Legislative Changes: In a worst-case scenario, the total elimination of the RFS2 federal mandate by the U.S. Congress could render production non-viable. |
Future Strategy
Despite these short-term headwinds and the lack of regulatory clarity at the start of the year, we remain confident in the long-term viability of our products. We believe biodiesel will remain a highly competitive and essential component of the renewable fuel mix, provided that established RFS2 pathways remain eligible for federal and state tax incentives.
Intellectual Property
We consider our intellectual property portfolio to be a valuable corporate asset, which we intend to expand and protect globally through a combination of trade secrets, confidentiality and non-disclosure agreements, patents, trademarks, and copyrights. As a producer of a broad and diverse portfolio of chemicals, our intellectual property relates to a wide variety of products and processes acquired through the development and manufacture of over 300 specialty chemicals. Our primary strategy regarding our intellectual property portfolio is to appropriately protect all innovations and know-how in order to provide our business segments with a technology-based competitive advantage wherever possible. In the Chemicals segment, custom manufacturing projects are primarily conducted within the framework of confidentiality agreements with each customer to ensure that intellectual property rights are defined and protected. Performance chemicals in the Chemicals segment are protected utilizing patents, both United States patents and international patents, or maintained as trade secrets. In the Biofuels segment, innovations and process know-how are vigorously protected as appropriate.
As may be necessary, we seek to license technologies from third parties that complement our strategic business objectives. Neither our business as a whole, nor any particular segment, is materially dependent upon any one particular patent, copyright, or trade secret. As the laws of many foreign countries do not protect intellectual property to the same extent as the laws of the United States, we can make no assurance that we will be able to adequately protect all of our intellectual property assets.
Research and Development
We devote considerable resources to our research and development programs, which are primarily targeted towards three objectives:
| ● |
innovating, developing, and improving biofuels processes, in particular biodiesel and other biofuels, including value-up technology and applications for co-products; |
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| ● |
developing and improving processes for custom manufacturing products; and |
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| ● |
innovating, developing, and improving performance chemical products and manufacturing processes. |
Our research and development capabilities comprise analytical chemistry competencies to assay and characterize raw materials and products, organic chemistry expertise applied across a breadth of reaction chemistries and materials, design and process engineering capabilities for batch and continuous processing of both solid and liquid materials, and proficiency in process safety and scale-up necessary to design safe chemical manufacturing processes. We believe that these core competencies, established in support of the legacy chemical business, are applicable to building a technology-based position in biofuels and associated bio-based specialty products and expanding our chemical segment product lines.
Research and development expense incurred by us for the years ended December 31, 2025, 2024 and 2023 were $3,866, $3,993, and $4,398, respectively. Substantially all of such research and development expense are related to the development of new products, services, and processes or the improvement of existing products, services, and processes.
Environmental Stewardship and Compliance
We are committed to operating our facilities in a manner that protects the environment and the health of our employees and the public. A key component of our strategy is the on-site treatment of over 97% of our generated waste, which significantly reduces greenhouse gas emissions otherwise associated with waste transportation.
Environmental Protection Expenditures
Our annual expenditures for environmental protection—including operating costs for pollution control equipment, construction, and development—are reflected in our Cost of Goods Sold:
| Year |
Total Environmental Expenditures |
| 2025 |
$7,862 |
| 2024 |
$11,991 |
| 2023 |
$12,854 |
Note: The decrease in 2025 expenditures primarily reflects reduced waste treatment requirements following the idling of our biodiesel operations due to regulatory uncertainty.
Regulatory Framework
Our chemical and biofuel operations are subject to a complex web of federal and state laws. Compliance requires significant capital for permits, specialized waste handling, and the installation of pollution control technology.
Core Federal Mandates
| ● |
Comprehensive Environmental Response Compensation and Liability Act, 42 USCA 9601, et. seq., as amended (“CERCLA”) (Superfund): Imposes strict, joint, and several liability for the cleanup of hazardous substance releases, regardless of fault. |
| ● |
Resource Conservation and Recovery Act (“RCRA”): Governs the “cradle-to-grave” management of hazardous and non-hazardous solid waste. |
| ● |
Clean Air Act: Restricts emissions and requires pre-operation permits and ongoing monitoring for chemical manufacturing. |
| ● |
Clean Water Act & Oil Pollution Act: Regulate discharges into navigable waters and impose liability for oil spills or pollutant leaks. |
| ● |
Toxic Substances Control Act of 1976: Mandates the reporting, testing, and restriction of chemical substances to mitigate health and environmental risks. |
|
| ● | Endangered Species Act of 1973: May prohibit or delay activities in habitats of protected plant or animal species. |
Risk Management and Reserves
Liability Accruals: We accrue environmental costs when a liability is probable and can be reasonably estimated. These estimates are based on remedial requirements, regulatory discussions, and the financial viability of other potentially responsible parties.
Asset Retirement Obligations: We maintain reserves for the closure and post-closure costs of environmental assets (e.g., waste destructors, storage tanks, and boilers). These costs are charged to earnings over the assets’ estimated useful lives, currently projected at up to 27 years.
Remediation: The prior owner of our Batesville warehouse remains responsible for remediating pre-existing environmental conditions. We continue to monitor their compliance with these indemnification obligations.
Climate Change and Sustainability
As a provider of renewable fuels, we actively work to reduce our carbon footprint. We address the rising costs of energy, transportation, and raw materials—driven by climate change—through:
| ● |
Process Innovation: Streamlining manufacturing to reduce resource intensity. |
| ● |
Inventory Control: Optimizing supply chains to minimize waste. |
| ● |
Price Indexing: Mitigating volatility in climate-impacted markets. |
We believe we hold all material permits necessary for our current operations and are not aware of any environmental issues that would result in a material adverse effect on our financial standing.
To ensure operational continuity, the Company maintains robust emergency preparedness plans and on-site response equipment, with personnel specifically trained to manage severe weather events.
While our primary production facility is situated in a region generally insulated from hurricanes and major flooding, we recognize that shifting global weather patterns and the rising frequency of extreme weather could disrupt raw material supply chains, product distribution, and overall plant efficiency. To mitigate these risks, we maintain strategic reserves of critical raw materials and essential spare production equipment on-site.
Human Capital and Strategic Management
Our competitive advantage is rooted in a highly stable, technically elite workforce and a leadership team with deep global expertise. The following sections outline the strength of our management and the specialized nature of our operations.
Executive and Management Expertise
The Batesville executive team brings a combined 100+ years of multi-disciplinary experience, spanning technical innovation, large-scale operations, and strategic business management. This leadership is bolstered by significant international experience, including high-level assignments across Europe and Asia.
Supporting this team is an operational and commercial management group of educated professionals, each averaging more than 30 years of industry experience.
Workforce Composition and Technical Caliber
We employ approximately 493 full- and part-time non-union personnel. Our staff includes a high concentration of specialized talent, ensuring we remain at the forefront of chemical manufacturing:
| ● |
Advanced Science: Our team includes chemists holding PhDs and specialized research degrees. |
| ● |
Licensed Engineering: We maintain a staff of licensed professional engineers across electrical, mechanical, and chemical disciplines. |
| ● |
Highly Skilled Operators: Our operations personnel undergo extensive, continuous technical training to manage complex chemical processes safely and efficiently. |
Operational Self-Sufficiency and Automation
Because of the unique regional landscape and the absence of local process industry infrastructure, we have cultivated a substantially self-sufficient workforce. Our team possesses the full range of operational and maintenance skills required to manage our facility mostly independently of external specialized contractors.
To further enhance precision and safety, critical portions of our site manufacturing and infrastructure are automated and computer-controlled, allowing for real-time monitoring and rapid response to operational variables.
The Company remains focused on maintaining its highly automated manufacturing environment through computer-controlled infrastructure. To maintain the security of our proprietary synthesis formulas and intellectual property, the Company is developing a Responsible Artificial Intelligence (“AI”) & large language models (“LLM”) Governance Policy. This framework utilizes a 'Responsible AI by Design' philosophy to govern the current individual use of third-party tools while establishing the safety protocols and human-in-the-loop verification standards necessary to evaluate any future application of emerging technologies within our manufacturing or financial systems.
Retention and Stability
Our commitment to our employees is reflected in our strong retention rates. Despite broader labor market volatility, our voluntary attrition has averaged just 11.7% over the past five years. This stability ensures that critical institutional knowledge remains within the Company, fostering a reliable and safe production environment.
ACCESS TO COMPANY INFORMATION
We maintain a high standard of transparency by providing the public and our shareholders with timely access to our regulatory filings and corporate governance documents.
SEC Filings and Reports
The Company files annual, quarterly, and current reports, along with proxy statements and other required information, with the SEC. These electronic filings are available to the public through the SEC’s official website at www.sec.gov.
Online Investor Resources
Our corporate website is located at www.futurefuelcorporation.com. Through the “Investors” section of our site (https://futurefuel-corporation.ir.rdgfilings.com), we provide free access to the following documents as soon as reasonably practicable after they are filed with or furnished to the SEC:
| ● |
Annual Reports on Form 10-K; |
| ● |
Quarterly Reports on Form 10-Q; |
| ● |
Current Reports on Form 8-K; and |
| ● |
Amendments to reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act. |
Corporate Governance
We are committed to ethical business practices and strong board oversight. The following documents are available in the “Investors - Corporate Governance” section of our website:
| ● |
Corporate Governance Guidelines of our board of directors; |
| ● |
Committee Charters for all standing board committees; and |
| ● |
Code of Business Conduct and Ethics applicable to all directors, officers, and employees. |
Request for Information
Shareholders may request printed copies of any of the aforementioned materials free of charge by contacting our Investor Relations department in writing:
FutureFuel Corp.
Attn: Investor Relations
2800 Gap Road
Batesville, Arkansas 72501
| Item 1A. |
Risk Factors. |
An investment in us involves a high degree of risk and may result in the loss of all or part of your investment. You should consider carefully all of the information set out in this document and the risks attaching to an investment in us, including, in particular, the risks described below. The information below does not purport to be an exhaustive list and should be considered in conjunction with the contents of the rest of this document.
Risks Related to Economic Conditions, Governmental Action, and our Industry
Our industry is greatly influenced by the U.S. and overall global economy and as such adverse economic conditions have the potential to adversely affect our business, results of operations, or financial condition.
We are subject to various U.S. and global economic conditions, including our sourcing of certain raw materials for our chemicals segment internationally. Accordingly, adverse changes in these conditions, including supply chain disruptions and price inflation for those raw materials, which can adversely impact our business. The impacts include, but are not limited to:
| ● |
a significant decline in demand for our products due to market disruptions, resulting in a decline in sales and prices; |
| ● |
limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations; |
| ● |
the interruption of our distribution system, or temporary or long-term disruption in our supply chains, or delays in the delivery of our product; |
| ● |
suspension of renewable fuel and/or low carbon fuel policies; |
| ● |
limitations on our ability to operate our business as a result of federal, state or local regulations including taxes and tariffs; and |
| ● |
decreases in the demand for and price of RINs and California's Low Carbon Fuel Standard (“LCFS”) credits as a result of reduced demand for petroleum-based gasoline and diesel fuel. |
We operate within the biomass-based diesel industry, which is significantly influenced by governmental programs requiring or incentivizing the consumption of biofuels, including the BTC and CFPC. The expiration or loss of mandates or incentives would have a material adverse effect on our business.
The biomass-based diesel industry relies on governmental programs requiring or incentivizing the consumption of biofuels. Biomass-based diesel has historically been more expensive to produce than petroleum-based diesel fuel and these governmental programs support a market for biomass-based diesel that might not otherwise exist. The petroleum industry is opposed to many of these government incentives and can be expected to continue to challenge these incentives.
Historically, the most significant tax incentive program in the biomass-based diesel industry had been the BTC. Under the BTC, the first market participant to blend pure biomass-based diesel with petroleum-based diesel fuel received a one dollar per gallon refundable tax credit. From time to time, the BTC has expired and been retroactively reinstated. Most recently, the Inflation Reduction Act, adopted in August 2022, extended the BTC through December 31, 2024, but provided for its replacement by the CFPC on January 1, 2025. The CFPC is structured on a sliding scale so that producers become eligible for larger credits as the GHG emissions of the fuels they produce approach zero. For producers meeting prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of biodiesel. However, the maximum credit would require zero GHG emissions which is unrealistic for almost every biodiesel producer, including the Company. Guidance surrounding this credit was proposed on February 3, 2026, and is awaiting public comment. Given our relative position to other biodiesel producers and the importance of such incentives to our operations, a reduction or elimination of these governmental incentives could have a material adverse effect on us and on the biodiesel industry in general. Specifically, if biodiesel prices decrease as a result of the expiration or significant reduction in these governmental incentives and biodiesel feedstock costs do not decrease proportionately, we could realize a negative gross margin on biodiesel. As a result, we could be forced to cease production of biodiesel, which would have an adverse effect on our financial condition.
Our biofuels operations may be harmed if federal or state governments were to change current laws and regulations.
Alternative fuels businesses benefit from government subsidies and mandates. If any of the state or federal laws and regulations relating to the government subsidies and mandates change, our ability to benefit from our alternative fuels business could be harmed.
With respect to our biofuels platform, the United States Congress could repeal, curtail or otherwise change the RFS2 program in a manner adverse to us. Similarly, the USEPA could curtail or otherwise change its administration of the RFS2 program in a manner adverse to us, including by not increasing or even decreasing the required renewable fuel volumes, by waiving compliance with the required renewable fuel volumes or otherwise. In addition, required volumes of renewable fuel are largely at the discretion of the USEPA (in coordination with the Secretary of Energy and Secretary of Agriculture). We cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our revenues, earnings and financial condition.
Further, our biofuels platform is subject to federal, state, and local laws and regulations governing the application and use of alternative energy products, including those related specifically to biodiesel. For instance, biodiesel benefits from successful completion of USEPA Tier I and Tier II health effects testing under Section 211(b) of the Clean Air Act. This testing verified biodiesel does not pose a threat to human health and improves air quality as a replacement for petroleum diesel. Also, portions of our biofuels may, from time to time, be registered in states where we obtain benefits from state specific subsidies, mandates or programs. If federal or state agency determinations, laws, and regulations relating to the application and use of alternative energy are changed, the marketability and sales of biodiesel production could be materially adversely affected.
We have historically derived a significant portion of our revenues from sales of our biofuels in the State of California primarily as a result of California’s LCFS; adverse changes in this law or reductions in the value of LCFS credits would harm our revenues and profits.
The LCFS is designed to reduce GHG emissions associated with transportation fuels used in California by ensuring that the total amount of fuel consumed meets declining targets for such emissions. The regulation quantifies lifecycle GHG emissions by assigning a “carbon intensity” (“CI”) score to each transportation fuel based on that fuel’s lifecycle assessment. Each petroleum fuel provider, generally the fuel’s producer or importer is required to ensure that the overall CI score for its fuel pool meets the annual carbon intensity target for a given year. This obligation is tracked through credits and deficits and credits can be traded. We generate LCFS credits when we sell qualified fuels which are used in California. As a result of the trading price of LCFS credits, California has become a desirable market in which to sell our biodiesel. If the value of LCFS credits were to materially decrease as a result of over-supply, as a result of reduced demand for our fuels, if the fuel produced is deemed not to qualify for LCFS credits, or if the LCFS or the manner in which it is administered or applied were otherwise changed in a manner adverse to us, our revenues and profits could be seriously harmed.
The industries in which we compete are highly competitive.
The biodiesel and specialty chemical industries are highly competitive. There is competition within these industries and also with other industries in supplying the energy, fuel, and chemical needs of industry and individual customers. We compete with other firms in the sale or purchase of various goods or services in many national and international markets. We compete with large national and multi-national companies that have longer operating histories, greater financial, technical, and other resources, and greater name recognition than we do. In addition, we compete with several smaller companies capable of competing effectively on a regional or local basis. Our competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. As a result of competition, we may lose market share or be unable to maintain or increase prices for our products and/or services or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Although we will employ methods of competition that we deem appropriate for such purposes, no assurances can be made that they will be successful. A key component of our competitive position, particularly given the commodity-based nature of many of our products, will be our ability to manage expenses successfully, which requires continuous management focus on reducing unit costs and improving efficiency. No assurances can be given that we will be able to successfully manage such expenses.
Our competitive position in the markets in which we participate is, in part, subject to external factors, in addition to those that we can impact. Natural disasters, changes in laws or regulations, trade disputes, war or other outbreak of hostilities, or other political factors in any of the countries or regions in which we operate or do business, or in countries or regions that are key suppliers of strategic raw materials, could negatively impact our competitive position and our ability to maintain market share.
As to our biofuels segment, biodiesel produced in Canada, South America, Europe, Eastern Asia, the Pacific Rim, or other regions may be imported into the United States to compete with U.S. -produced biodiesel. These regions may benefit from biodiesel production incentives or other financial incentives in their home countries that offset some of their biodiesel production costs and enable them to profitably sell biodiesel in the U.S. at lower prices than U.S.-based biodiesel producers. Under the RFS2, imported biodiesel may be eligible to satisfy an obligated party’s requirements and, therefore, may compete to meet the volumetric requirements of RFS2. This could make it more challenging for us to market or sell biodiesel in the United States, which would have a material adverse effect on our revenues.
The total current U.S. production capacity for biodiesel was in excess of the RFS2 mandate for 2024 and 2025. Excess production capacity over the annual mandates could result in a decline in biodiesel prices and profitability, negatively impacting our ability to maintain the profitability of our biofuels segment and recover capital expenditures in this business segment.
Biodiesel is encountering increased competition from renewable diesel, which is produced via hydrotreating a biomass-based feedstock. Renewable diesel can be used interchangeably with conventional petroleum diesel, is not limited in blends, and can be transported via existing fuel pipeline infrastructure. A significant capital investment would be required for the Company to produce renewable diesel, and the current economics and business uncertainty do not support this level of investment.
Fluctuations in commodity prices may cause a reduction in the demand or profitability of the products or services we produce.
Prices for alternative fuels tend to fluctuate widely based on a variety of political and economic factors. These price fluctuations heavily influence the oil and gas industry. Lower energy prices for existing products tend to limit the demand for alternative forms of energy services and related products and infrastructure. Historically, the markets for alternative fuels have been volatile, and they are likely to continue to be volatile. Wide fluctuations in alternative fuel prices may result from relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and other factors that are beyond our control, including:
| ● |
worldwide and domestic supplies of oil and gas; |
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| ● |
the price and/or availability of biodiesel feedstocks; |
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| ● |
weather conditions; |
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| ● |
the level of consumer demand; |
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| ● |
the price and availability of alternative fuels; |
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| ● |
the availability of pipeline and refining capacity; |
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| ● |
the price and level of foreign imports; |
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| ● |
domestic and foreign governmental regulations and taxes and trade restrictions, including tariffs; |
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| ● |
the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree to and maintain oil price and production controls; |
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| ● |
political instability or armed conflict in oil-producing regions; |
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| ● |
pandemics, epidemics, or disease outbreaks; and |
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| ● |
the overall economic environment. |
These factors and the volatility of the commodity markets make it extremely difficult to predict future alternative fuel price movements with any certainty. There may be a decrease in the demand for our products or services and our profitability could be adversely affected.
We are reliant on certain strategic raw materials for our operations.
We are reliant on certain strategic raw materials (such as biodiesel feedstocks and methanol) for our operations. We have implemented certain risk management tools, such as multiple suppliers and hedging, to mitigate short-term market fluctuations in raw material supply and costs. There can be no assurance, however, that such measures will result in cost savings or supply stability or that all market fluctuation exposure will be eliminated. In addition, inflation, natural disasters, changes in laws or regulations, war or other outbreak of hostilities, or other political factors in any of the countries or regions in which we operate or do business, or in countries or regions that are key suppliers of strategic raw materials, could affect availability and costs of raw materials.
While temporary shortages of raw materials may occasionally occur, these items have historically been sufficiently available to cover current requirements. However, their continuous availability and price are impacted by natural disasters, plant interruptions occurring during periods of high demand, domestic and world market and political conditions, changes in government regulation, and war or other outbreak of hostilities. In addition, as we increase our biodiesel capacity, we will require larger supplies of raw materials, which have not yet been secured and may not be available for the foregoing reasons or may be available only at prices higher than current levels. Our operations or products may, at times, be adversely affected by these factors.
Market conditions or transportation impediments may hinder access to raw goods and distribution markets.
Market conditions, the unavailability of satisfactory transportation, or the location of our manufacturing complex from more lucrative markets may hinder our access to raw goods and/or distribution markets. The availability of a ready market for biodiesel depends on a number of factors, including the demand for and supply of biodiesel and the proximity of the plant to trucking and terminal facilities. The sale of large quantities of biodiesel necessitates that we transport our biodiesel to other markets, since the Batesville, Arkansas regional market is not expected to absorb all of our contemplated production. Common carrier pipelines do not transport biodiesel or biodiesel/ petrodiesel blends, which means trucks, barges, and rail cars are the potentially available means of distribution of our product from the plant to these storage terminals for further distribution. However, the availability of rail cars is limited and at times unavailable because of repairs or improvements, or as a result of priority transportation agreements with other shippers. Additionally, the current availability of barges is limited, particularly heated barges to transport biodiesel during winter months. If transportation is restricted or is unavailable, we may not be able to sell into more lucrative markets, and consequently our cash flow from sales of biodiesel could be restricted.
Concerns regarding the environmental impact of biodiesel production could affect public policy, which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.
The environmental impacts associated with biodiesel production and use have not yet been fully analyzed. Under the 2007 Energy Independence and Security Act, the USEPA is required to produce a study every three years of the environmental impacts associated with current and future biofuel production and use, including effects on air and water quality, soil quality and conservation, water availability, energy recovery from secondary materials, ecosystem health and biodiversity, invasive species, and international impacts. The first such triennial report was published in January 2011. The second triennial report was published June 29, 2018. The 2018 report reaffirms the findings of the 2011 report and reflects the current understanding about biofuel production using data gathered through May 2017. The USEPA released its third triennial report to Congress on biofuels and the environment in 2023, which builds on the previous two reports and provides an update on the impacts to date of the RFS and RFS2 on the environment.
To the extent that state or federal laws are modified, or public perception turns against biodiesel, use requirements, such as RFS2, may not continue, which could materially harm our ability to operate profitably.
Climate change regulations may impact our ability to operate at a profit and harm our operating margins.
Future regulations may impose new operational burdens, require investment in additional emission control technology, or result in unfavorable market changes. The cost of compliance with stringent climate change regulations could adversely affect our ability to compete with companies in locations that are not subject to stringent climate change regulations.
Growth in the sale and distribution of biodiesel is dependent on the expansion of related infrastructure, which may not occur on a timely basis, if at all, and our operations could be adversely affected by infrastructure limitations or disruptions.
Growth in the biodiesel industry depends on substantial development of infrastructure for the distribution of biodiesel. Substantial investment required for these infrastructure changes and expansions may not be made on a timely basis or at all. The scope and timing of any infrastructure expansion are generally beyond our control. Also, we compete with other biofuel companies for access to some of the key infrastructure components, such as terminal capacity. As a result, increased production of biodiesel or other biofuels will increase the demand and competition for necessary infrastructure. Any delay or failure in expanding distribution infrastructure could hurt the demand for or prices of biodiesel, impede delivery of our biodiesel, and impose additional costs, each of which would have a material adverse effect on our results of operations and financial condition. Our business will be dependent on the continuing availability of infrastructure for the distribution of increasing volumes of biodiesel and any infrastructure disruptions could materially harm our business.
Nitrogen oxide emissions from biodiesel may harm its appeal as a renewable fuel and increase costs.
In some instances, biodiesel may increase emissions of nitrogen oxide as compared to petrodiesel, which could harm air quality. Nitrogen oxide is a contributor to ozone depletion and smog. These emissions may decrease the appeal of biodiesel to environmental groups and agencies who have been historic supporters of the biodiesel industry, potentially harming our ability to market our biodiesel.
In addition, several states have acted to regulate potential nitrogen oxide emissions from biodiesel. Texas currently requires biodiesel blends contain an additive to eliminate this perceived nitrogen oxide increase. California is in the process of formulating biodiesel regulations that may also require such an additive. The USEPA may also institute requirements for such an additive. In states where such an additive is required to sell biodiesel, the additional cost of the additive may make biodiesel less profitable or make biodiesel less cost competitive against petrodiesel or renewable diesel, which would negatively impact our ability to sell our products in such states and therefore have an adverse effect on our revenues and profitability.
Risks Related to our Business
We are exposed to operating risks.
As a manufacturer of diversified chemical products and biofuels, our business is subject to operating risks common to chemical manufacturing, storage, handling, and transportation. These risks include, but are not limited to, fires, explosions, inclement weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases. Significant limitation on our ability to manufacture products due to disruption of manufacturing operations or related infrastructure could have a material adverse effect on our sales revenue, costs, results of operations, and financial condition.
Disruptions could also occur due to internal factors such as computer or equipment malfunction (accidental or intentional), operator error, or process failures; or external factors such as computer or equipment malfunction at third-party service providers, natural disasters, pandemic illness, changes in laws or regulations, war or other outbreak of hostilities or terrorism, cyber-incidents, or breakdown or degradation of transportation infrastructure used for delivery of supplies to the Company or for delivery of products to customers. We have recently suffered increasingly frequent, unscheduled and extended service utility downtime as a result of supplier delays and quality issues beyond our control which may be exacerbated by cyber-incidents affecting those third-party providers. Furthermore, many of our manufacturing control systems rely on legacy hardware and software that may no longer be supported by original equipment manufacturers. This creates risks related to the availability of replacement parts, specialized repair expertise, and the inability to apply modern security patches. Because many of these systems operate on single-processor architectures without redundancy, any maintenance or repair requires total system downtime, which may be difficult to schedule without impacting production commitments. No assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material effect on operations. Such disruptions could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors, and the environment, and could have a negative impact on our results of operations.
We are reliant upon a relatively small number of customers.
Our chemical business is concentrated with three large customers covering multiple products representing 81% of our chemicals segment product sales, or 50% of total revenues. Although this business is contracted in longer-term production agreements, the loss of any of these strategic customers could have a material adverse effect on our chemicals business.
Sales to biodiesel customers totaled approximately 38% of total revenue (or $36,178) in 2025. No biofuel customer in 2025 was greater than 10% of total revenue. Sales in 2024 to our two largest customers represented 25% of total revenues (or $59,867). Sales to our two largest biodiesel customers totaled 35% of total revenues in 2023 (or $127,763). We do not have contracts with these customers, but rather sell based on monthly or short-term, multi-month purchase orders placed with us by the customers at prices based upon then-prevailing market rates.
We do not believe that the loss of these large, concentrated customers would have a material adverse effect on our biofuels segment or on us as a whole in that: (i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers.
Changes in technology may render our products or services obsolete.
The alternative fuel and chemical industries may be substantially affected by rapid and significant changes in technology. Examples include competitive product technologies, such as green gasoline, renewable diesel produced from catalytic hydrotreating of renewable feedstock oils, and competitive process technologies, such as advanced biodiesel continuous reactor and washing designs that increase throughput. Additionally, new supplies of natural gas in the U.S., primarily as a result of shale gas development, have lowered natural gas prices. Lower natural gas prices may lead to increased use of natural gas as a transportation fuel. Increased usage of natural gas in the transportation market, or other markets that have traditionally used petrodiesel or biodiesel, may lead to declines in the demand for petrodiesel and biodiesel. Lastly, new and more active compounds may be discovered that require less volume or different manufacturing methods, or the end products may become obsolete and be replaced with differing materials.
These changes may render obsolete certain existing products, energy sources, services, and technologies currently used by us. We cannot provide assurances that the technologies used by or relied upon by us will not be subject to such obsolescence. While we may attempt to adapt and apply the services provided by us to newer technologies, we cannot provide assurances that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful.
Failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities.
The biofuel and chemical industries are subject to extensive federal, state, local, and foreign laws and regulations related to the general population’s health and safety and those associated with compliance and permitting obligations (including those related to the use, storage, handling, discharge, emission, and disposal of municipal solid waste and other waste, pollutants or hazardous substances or waste, or discharges and air and other emissions) as well as land use and development. Existing laws also impose obligations to clean up contaminated properties, or to pay for the cost of such remediation, often upon parties that did not cause the contamination. Compliance with these laws, regulations, and obligations could require substantial capital expenditures. Failure to comply could result in the imposition of penalties, fines, or restrictions on operations and remedial liabilities. These costs and liabilities could adversely affect our operations.
Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal, or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our business segments in general and on our results of operations, competitive position, or financial condition. We are unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase our cost of doing business or adversely affect our operations in any area.
Under certain environmental laws and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination regardless of whether we were responsible for the release or contamination, or if current or prior operations were conducted consistent with accepted standards of practice. Such liabilities can be significant and, if imposed, could have a material adverse effect on our financial condition or results of operations.
Our insurance may not protect us against our business and operating risks.
We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance policies may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. Although we will maintain insurance at levels we believe are appropriate for our business and consistent with industry practice, we will not be fully insured against all risks that cannot be sourced on economic terms. In addition, pollution and environmental risks generally are not fully insurable. Losses and liabilities from uninsured and underinsured events and delay in the payment of insurance proceeds could have a material adverse effect on our financial condition and results of operations.
If a significant accident or other event resulting in damage to our operations (including severe weather, terrorist acts, war, civil disturbances, pollution, or environmental damage) occurs and is not fully covered by insurance or a recoverable indemnity from a customer, it could adversely affect our financial condition and results of operations.
We depend on key personnel, the loss of any of whom could materially adversely affect our future operations.
Our success depends to a significant extent upon the efforts and abilities of our executive officers and lead management team. The loss of the services of one or more of these key employees could have a material adverse effect on us. Our business is also dependent upon our ability to attract and retain qualified personnel. Acquiring or retaining these personnel could prove more difficult to hire or cost substantially more than estimated. This could cause us to incur greater costs.
If we are unable to effectively manage the commodity price risk of our raw materials or finished goods, we may have unexpected losses.
We hedge our raw materials and/or finished products for our biofuels segment to some degree to manage the commodity price risk of such items. This requires the purchase or sale of commodity futures contracts and/or options on those contracts or similar financial instruments. We may be forced to make cash deposits available to counterparties as they mark-to-market these financial hedges. This funding requirement may limit the level of commodity price risk management that we are prudently able to complete. If we do not manage or are not capable of managing the commodity price risk of our raw materials and/or finished products for our biofuels segment, we may incur losses as a result of price fluctuations with respect to these raw materials and/or finished products.
In most cases, we are not capable of hedging raw material and/or finished products for our chemicals segment. Certain of our products are produced under manufacturing agreements with our customers, which provide us the contractual ability to pass along raw material price increases. However, we do not have this protection for all product lines within the chemicals segment. If we do not manage or are not capable of managing escalating raw material prices and/or passing these increases along to our customers via increased prices for our finished products, we may incur losses.
Currently, there is a supply disruption in the renewable fuel market as proposed regulations are finalized on the CFPC. However, under normal conditions there is excess renewable fuel production capacity and low utilization in the industry and if non-operational and underused facilities commence or increase operations, our results of operations may be negatively affected.
The transition from the BTC to the CFPC under Section 45Z redefined the competitive landscape for the 2025 fiscal year. While this shift provides a production-based incentive, it also introduces specific operational risks related to market saturation and feedstock availability. Historically, the renewable fuel industry has been characterized by significant excess production capacity and low utilization rates. In 2024, many biodiesel plants were sidelined or operated at reduced levels due to regulatory uncertainty. In early 2025, with the implementation of the CFPC, many of these non-operational or underused facilities commenced or increased operations. This surge in active capacity poses several risks:
| ● |
Supply/Demand Imbalance: Total nameplate capacity—including existing plants and the large-scale renewable diesel refineries completed in late 2024—now substantially exceeds both historic domestic consumption and the volume mandates required under RFS2. |
| ● |
Downward Price Pressure: An oversupply of renewable fuels in the merchant market may depress market prices, leading to a contraction in our biodiesel gross margins. |
The reactivation of dormant capacity has intensified the competition for key feedstocks (such as soybean oil, corn oil, and tallow).
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Increased Input Costs: As more plants vie for a finite supply of raw materials, feedstock prices may rise independently of finished fuel prices. |
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Margin Compression: The combination of higher feedstock costs and lower fuel prices could significantly harm our revenues and overall profitability. |
We are subject to industry and economic conditions that have caused several biofuel companies throughout the United States to file for bankruptcy over the last several years.
Unfavorable worldwide economic conditions, lack of financing, and volatile biofuel prices and feedstock costs have likely contributed to the necessity of bankruptcy filings by biofuel producers. Our business may be negatively impacted by the industry conditions that influenced the bankruptcy proceedings of other biofuel producers, or we may encounter new competition from buyers of distressed biodiesel properties who enter the industry at a lower cost than original plant investors.
If we are unable to acquire or renew permits and approvals required for our operations, we may be forced to suspend or cease operations altogether.
The operation of our manufacturing plant requires numerous permits and approvals from governmental agencies. We may not be able to obtain or renew all necessary permits (or modifications thereto) and approvals and, as a result, our operations may be adversely affected. In addition, obtaining all necessary renewal permits (or modifications to existing permits) and approvals for future expansions may necessitate substantial expenditures and may create a significant risk of expensive delays or loss of value if a project is unable to function as planned due to changing requirements.
Our indebtedness may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunities.
We have entered into a $35 million revolving credit facility with a commercial bank. This credit facility expires in February 2030. Although as of the date of this report we have no outstanding borrowings under the existing facility, if and when we do borrow, the restrictions governing this type of indebtedness (such as limitations on the ratio of our total debt to EBITDA) could reduce our ability to incur additional indebtedness, engage in certain transactions, or capitalize on acquisition or other business opportunities.
We expect to have capital expenditure requirements, and we may be unable to obtain needed financing on satisfactory terms due to inflation and increased interest rates.
We expect to make capital expenditures for the expansion of our biofuels and chemicals production capacity and complementary infrastructure. We intend to finance these capital expenditures primarily through cash flow from our operations, borrowings under our credit facility, and existing cash. However, if our capital requirements vary materially from those provided for in our current projections, we may require additional financing sooner than anticipated. A decrease in expected revenues, in addition to high rates of inflation and high interest rates currently being experienced and expected to persist in the near-term could make obtaining this financing economically unattractive or impossible. As a result, we may lack the capital necessary to complete the projected expansions or capitalize on other business opportunities.
We may be unable to successfully integrate future acquisitions with our operations or realize all of the anticipated benefits of such acquisitions.
Failure to successfully integrate future acquisitions, if any, in a timely manner may have a material adverse effect on our business, financial condition, results of operations, and cash flows. The difficulties of combining acquired operations include, among other things:
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operating a significantly larger combined organization; |
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consolidating corporate technological and administrative functions; |
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integrating internal controls and other corporate governance matters; and |
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diverting management’s attention from other business concerns. |
In addition, we may not realize all of the anticipated benefits from future acquisitions, such as increased earnings, cost savings, and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher and unexpected acquisition and operating costs, unknown liabilities, and fluctuations in markets. If benefits from future acquisitions do not meet the expectations of financial or industry analysts, the market price of our shares of common stock may decline.
If we are unable to respond to changes in ASTM or customer standards, our ability to sell biodiesel may be harmed.
We currently produce biodiesel to conform to or exceed standards established by ASTM. ASTM standards for biodiesel and biodiesel blends may be modified in response to new observations from the industries involved with diesel fuel. New tests or more stringent standards may require us to make additional capital investments in, or modify, plant operations to meet these standards. In addition, some biodiesel customers have developed their own biodiesel standards that are stricter than the ASTM standards. If we are unable to meet new ASTM standards or our biodiesel customers’ standards cost effectively or at all, our production technology may become obsolete, and our ability to sell biodiesel may be harmed, negatively impacting our revenues and profitability.
If we fail to maintain effective internal control over financial reporting, we might not be able to report our financial results accurately or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the value of our stock.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. The process of maintaining our internal controls may be expensive, and time consuming, and may require significant attention from management. We previously identified a material weakness in our internal control over financial reporting related to review controls of our cash flow statement. We remediated this material weakness and have concluded as of December 31, 2025, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. However, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discover a material weakness, the disclosure of that fact could harm the value of our stock and our business.
The risk of loss of the Company’s intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Company’s financial results.
The Company has information and information processing assets, including intellectual property, trade secrets, and other sensitive, business critical information as well as on-premises and cloud-based business applications critical to conducting business. In addition, our chemical manufacturing facilities are highly automated using a mix of legacy and modern computerized Industrial Control Systems (“ICS”). These legacy systems, while functional for production, often lack modern security features and may be more susceptible to vulnerabilities that cannot be mitigated through standard IT security protocols. Cyber-incidents affecting the Company, its supply chain, utility providers or customers could compromise confidential, business critical information, cause a sustained disruption in the Company’s operations, harm the Company's reputation, or lead to a loss of control of physical processes that could endanger the environment if the Company, its suppliers or customers do not effectively prevent, detect and recover from these or other security breaches. The Company, like many companies today, is the target of industrial espionage, including cyber-attacks. While the Company continuously monitors for unauthorized activity, these increasingly sophisticated and automated threats may result in unauthorized parties gaining access to certain confidential business information or seeking to gain lateral access to manufacturing control networks. In instances where potential unauthorized access is identified, the Company initiates its incident response plan to investigate, mitigate, and, where appropriate, report to governmental authorities.
Although management does not believe that the Company has experienced any material losses to date related to cyber security incidents, there can be no assurance that such losses will not be suffered in the future. The Company seeks to actively manage the risks within its control that could lead to business disruptions and cyber security incidents through a comprehensive cyber security program and structured management of change processes that are continuously reviewed (through internal and third-party auditing), maintained, and upgraded. As these threats continue to evolve, particularly around cybersecurity, the Company may be required to expend significant resources to enhance its control environment, processes, practices, and other protective measures. Despite these efforts, such events could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.
Risks Related to Emerging Technologies and Artificial Intelligence
Improper use of generative AI and LLMs could result in a material adverse effect on our operations and financial results. Employees may engage in the horizontal use of generative AI and LLMs. Such use, if not properly governed, carries risks of “Shadow AI'” — the use of unsanctioned tools that may lead to the unauthorized disclosure of proprietary chemical formulas, trade secrets, or personal information. Furthermore, reliance on AI-generated output that contains “hallucinations” or technical inaccuracies could, if not verified by subject matter experts, result in process safety incidents or inaccurate regulatory reporting, which could have a material adverse effect on the Company’s business and operations, results of operations, financial condition and cash flows.
Confidentiality agreements with customers, employees, and others may not adequately prevent disclosures of confidential information, trade secrets, and other proprietary information.
We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. For example, we require new custom manufacturing chemical customers to execute confidentiality agreements before we begin manufacturing custom chemicals for them. We also require employees and consultants to execute confidentiality agreements upon the commencement of their employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us are our exclusive property. Nevertheless, these agreements may be breached, or may not be enforceable, and our proprietary information may be disclosed. Further, despite the existence of these agreements, third parties may independently develop substantially equivalent proprietary information and techniques. Accordingly, it may be difficult for us to protect our trade secrets. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
Moreover, we cannot assure that our technology does not infringe upon any valid claims of patents that other parties own. In the future, if we were found to be infringing on a patent owned by a third party, we might have to seek a license from such third party to use the patented technology. We cannot assure that, if required, we would be able to obtain such a license on terms acceptable to us, if at all. If a third party brought a legal action against us or our licensors, we could incur substantial costs in defending ourselves, and we cannot assure that such an action would be resolved in our favor. If such a dispute were to be resolved against us, we could be subject to significant damages.
We depend on our ability to maintain relationships with industry participants, including our strategic partners.
Our ability to maintain commercial arrangements with chemical and biodiesel customers, raw material and feedstock suppliers, and transportation and logistics services providers may depend on maintaining close working relationships with industry participants. There can be no assurance that we will be able to maintain or establish additional necessary strategic relationships, in which case the opportunity to grow our business may be negatively affected.
We are exposed to government credit risk and fluctuations in market values of our cash and cash equivalent portfolio.
We have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”) and holdings in certain United States Government Select Funds. As of December 31, 2025, we maintained with such banks cash balances of approximately $5.5 million in excess of the amounts insured by the FDIC.
Risks Associated with Owning Our Shares
We may issue substantial amounts of additional shares without stockholder approval.
Our certificate of incorporation authorizes the issuance of 75,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of the date of this report, 43,863,507 shares of our common stock currently are outstanding. The issuance of any additional shares of our common stock or preferred stock would dilute the percentage ownership of our company held by existing stockholders.
The market price of our common stock is highly volatile and may increase or decrease dramatically at any time.
The market price of our common stock is highly volatile, and our shares are thinly traded. Our stock price may change dramatically as the result of: (i) announcements of new products or innovations by us or our competitors; (ii) uncertainty regarding the viability of any of our product initiatives; (iii) significant customer contracts; (iv) significant litigation; (v) uncertainty with respect to changing laws and regulations that impact our business and our ability to take advantage of tax credits such as the BTC and CFPC; (vi) unscheduled and extended downtime at our facility; or (vii) events that would be expected to affect our business, financial condition, results of operations, and future prospects.
The market price for our common stock may also be affected by various factors not directly related to our business or future prospects, including the following:
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a reaction by investors to trends in our stock rather than the fundamentals of our business; |
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a single acquisition or disposition, or several related acquisitions or dispositions, of a large number of our shares, including by short sellers covering their position; |
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the interest of the market in our business sector, without regard to our financial condition, results of operations, or business prospects; |
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positive or negative statements or projections about us or our industry by analysts and other persons; |
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the adoption of governmental regulations or government grant programs and similar developments in the United States or abroad that may enhance or detract from our ability to offer our products and services or affect our cost structure; and |
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economic and other external market factors, such as a general decline in market price due to poor economic conditions, investor distrust, or a financial crisis. |
If securities or industry analysts issue an adverse or misleading opinion regarding our stock or do not publish research or reports about our business, our stock price and trading volume could decline.
The trading market for shares of our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. The price of our common stock could decline if one or more equity research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.
If Mr. P.A. Novelly, II or his designees exercises his registration rights, such exercise may have an adverse effect on the market price of our shares of common stock.
St. Albans Global Management, LLC (“St. Albans”), an entity affiliated with Mr. P. A. Novelly II, a member of the board, is entitled to demand that the Company register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of all shares of the Company’s common stock beneficially owned by it. If St. Albans exercises its registration rights with respect to all 17,085,100 shares of the Company’s common stock currently owned by it, there will be an additional 6,637,600 registered shares of common stock available for trading in the public market, which may have an adverse effect on the market price of our common stock.
We may be suspended or delisted from the New York Stock Exchange if we do not satisfy their continued listing requirements.
Our common stock trades on the NYSE under the symbol “FF”. Securities admitted to the NYSE may be suspended from dealing or delisted at any time the listed company fails to satisfy certain continued listing criteria. These criteria could be triggered if, among other things, the number of our publicly-held shares fall below 600,000, the average closing price of our common stock is less than $1.00 per share over a consecutive 30 trading-day period, or we fail to file certain reports with the SEC. As a matter of practice, the NYSE generally gives a listed company notice if any of these criteria are triggered, and generally provides the listed company with certain cure periods. If we suffer such an event, but do not cure it, or if such event cannot be cured, trading of our common stock on the NYSE may be suspended from dealing or our stock may be delisted. Any such suspension or delisting may have an adverse effect on the market price of our common stock.
| Item 1B. |
Unresolved Staff Comments. |
None.
| Item 1C. |
Cybersecurity. |
Risk Management and Strategy
| ● | Timely security patching of endpoints and risk-based patching of ICS as applicable where technically feasible, and the implementation of compensating controls (such as enhanced network isolation) for legacy systems that cannot be patched; |
| ● | Maintaining strategic inventories of critical legacy ICS hardware and identifying alternative repair sources to mitigate risks associated with the limited availability of original equipment manufacturer (“OEM”) parts and support; | |
| ● | Network and endpoint-based monitoring with autonomous protection capabilities to detect and block malicious activity in real-time; |
| ● | Utilization of zero-trust principles for remote access and robust network segmentation to isolate manufacturing environments from business networks: | |
| ● | Backups which are regularly tested for recovery, including immutable offsite storage and air-gapped copies of critical manufacturing configurations hardened against malicious access; |
| ● | Third-party security services for audit, benchmarking, and improvement of our cyber security program; |
| ● | Ongoing monitoring and evaluation of our cybersecurity posture and performance through regular vulnerability scans, simulated phishing tests, and penetration tests; |
| ● | Coordination of security activities with manufacturing schedules to maximize the use of limited maintenance windows for critical system audits and hardware lifecycle refreshes; | |
| ● | Oversight of -party service providers by conducting vendor due diligence upon onboarding and ongoing monitoring of supply chain risks, including the enforcement of least-privilege remote access for third-party technicians; |
| ● | An incident response plan designed to coordinate the activities to prepare, respond, and recover from cybersecurity incidents, prioritizing the safety of personnel, the protection of the environment, and the restoration of business-critical manufacturing systems; |
| ● | Structured management of change process to ensure material changes to our systems or operations have an updated assessment of their potential impact associated with internal and external threats; |
| ● | Implementation of acceptable use policies and oversight of emerging technology activity-including AI tools-to prevent the unauthorized disclosure of confidential business information; | |
| ● | Ongoing, annual employee security awareness training; and |
| ● | Cybersecurity insurance coverage to help mitigate the risk of loss from cybersecurity incidents. |
Governance
| Item 2. |
Properties. |
Our principal asset is a manufacturing plant situated on approximately 2,200 acres of land six miles southeast of Batesville in north central Arkansas fronting the White River. Approximately 500 acres of the site are occupied with batch and continuous manufacturing facilities, laboratories, and infrastructure, including on-site liquid waste treatment. Our subsidiary, FutureFuel Chemical Company, is the fee owner of this plant and the land upon which it is situated (which plant and land are not subject to any major encumbrances) and manufactures both biofuels and chemicals at the plant. Use of these facilities may vary with product mix and economic, seasonal, and other business conditions, but the plant is substantially used with the exception of facilities designated for capacity expansion of biodiesel. The plant, including approved expansions, has sufficient capacity for existing needs and expected near-term growth. We believe that the plant is well maintained, in good operating condition, and suitable and adequate for its uses.
| Item 3. |
Legal Proceedings. |
We are not a party to, nor is any of our property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to our business. From time to time, we may be parties to, or targets of, lawsuits, claims, investigations, and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which we expect to be handled and defended in the ordinary course of business. While we are unable to predict the outcome of any matters currently pending, we do not believe that the ultimate resolution of any such pending matters will have a material adverse effect on our overall financial condition, results of operations, or cash flows.
| Item 4. |
Mine Safety Disclosures. |
Not applicable.
PART II
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Market Information
The shares of our common stock are traded on the NYSE under the trading symbol “FF”. As of March 16, 2026, there are 43,863,507 shares of our common stock outstanding.
Holders
The shares of our common stock were held by approximately 303 holders of record on March 16, 2026, as recorded on our transfer agents’ register. We believe that the number of beneficial owners of our common stock is substantially greater than the number of holders of record.
Dividends
The payment of cash dividends by us is dependent upon our existing cash and cash equivalents, future earnings, capital requirements, and overall financial condition. We declared and paid regular cash dividends for 2025 and 2024, and we have also declared dividends for the first quarter of 2026. No assurances can be given that we will declare or pay dividends for periods after the first quarter of 2026.
Securities Authorized for Issuance Under Equity Compensation Plan
Our board of directors adopted an omnibus incentive plan, which was approved by our shareholders at our 2017 annual shareholder meeting (the “Incentive Plan”). We do not maintain any other equity compensation plan or individual equity compensation arrangement. Under the Incentive Plan, awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate. The shares to be issued under the Incentive Plan were registered with the SEC on a Form S-8 filed on November 9, 2017. Through December 31, 2025, we have issued or awarded 94,000 options to purchase shares of our common stock, 800,393 restricted stock units (“RSUs”), and 101,514 shares of stock, in each case under the Incentive Plan.
Following is additional information regarding the incentive plans as of December 31, 2025.
| Plan Category |
Number of securities to be issued upon exercise of outstanding units, options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs reflected in column (a)) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by security holders |
850,393 | $ | 6.32 | 3,456,008 |
Performance Graph
The graph below compares the cumulative 5-Year total return to holders of the Company's common stock relative to the cumulative total returns of the Russell 2000 index and 24 companies, listed in footnote 1 below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2020 and its relative performance is tracked through December 31, 2025.
(1.) The 24 companies included in the Company's peer group are: Archer-Daniels-Midland Co, Arkema S.A., Albemarle Corp, Alto Ingredients Inc, Aemetis Inc, Bunge Global S.A., Cabot Corp, Chemours Co, Celanese Corp, Darling Ingredients Inc, Dow Inc, Eastman Chemical Co, Gevo Inc, Green Plains Inc, Hudson Technologies Inc, Huntsman Corp, Kronos Worldwide Inc, Lanxess A.G., Lyondellbasell Industries N.V., Olin Corp, Rex American Resources Corp, Stepan Co, Solvay S.A., and Westlake Corp.
Unregistered Sales of Equity Securities
We did not sell any of our securities within the period covered by this report in transactions that were not registered under the Securities Act.
Share Repurchase Program
The Company’s common stock is its only class of equity securities registered under Section 12 of the Exchange Act. During the fiscal year ended December 31, 2025, neither the Company nor any affiliated purchasers acquired any shares of our common stock.
Our Board of Directors has established a strategic framework for capital returns through a formal stock repurchase program:
| ● |
Original Authorization: On March 12, 2024, the Board authorized the repurchase of up to $25.0 million of Company common stock, originally set to expire in March 2026. |
| ● |
Program Extension: On December 10, 2025, the Company announced a 24-month extension of this $25.0 million authorization. The program is now scheduled to expire on March 31, 2028. |
The execution of the repurchase program remains at the discretion of management. The timing and volume of any future transactions will be based on ongoing evaluations of:
| ● |
prevailing market and economic conditions; |
| ● |
current share price performance; and |
| ● |
alternative capital allocation priorities. |
The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time without prior notice.
| Item 6. |
[Reserved]. |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements, including the Notes thereto, set forth herein. Further, for additional discussion of our results for 2024, compared to 2023, please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, which discussion is incorporated herein by reference and which is available through the SEC’s official website at www.sec.gov and through the “Investors” section of the Company’s website (https://futurefuel-corporation.ir.rdgfilings.com).
This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements. See “Forward-Looking Information” below for additional discussion regarding risks associated with forward-looking statements.
Unless otherwise stated, all dollar amounts are in thousands.
Overview
In General
Our company is managed and reported in two reporting segments: chemicals segment and biofuels segment. Within the chemicals segment are two product groups: custom chemicals and performance chemicals. The custom chemicals group is comprised of chemicals manufactured for a single customer, whereas the performance chemicals product group is comprised of chemicals manufactured for multiple customers. The biofuels segment is comprised of one product group. Management believes that the diversity of each segment strengthens the Company by better using resources and is committed to growing each segment.
Major products in the custom chemicals group include: (i) consumer products (cosmetics and personal care products, specialty polymers, and specialty products used in the fuels industry); (ii) chlorinated polyolefin adhesion promoters and antioxidant precursors for a customer; and (iii) a biocide intermediate.
Pricing for the other custom manufacturing products is negotiated directly with the customer. Some, but not all, of these products have pricing mechanisms and/or protections against raw material, energy, or conversion cost changes.
Performance chemicals consist of specialty chemicals that are manufactured to general market-determined specifications and are sold to a broad customer base. A major product line in the performance chemicals group is SSIPA/LiSIPA, a polymer modifier that aids the properties of nylon and polyesters. This group of products also includes other sulfonated monomers and hydrotropes, specialty solvents, polymer additives, and chemical intermediates, such as glycerin.
SSIPA/LiSIPA revenues are generated from a diverse customer base of nylon and polyester fiber manufacturers and other customers that produce condensation polymers. Contract sales are, in certain instances, indexed to key raw materials for inflation; otherwise, there is no pricing mechanism or specific protection against raw material or conversion cost changes.
Pricing for the other performance chemical products is established based upon competitive market conditions. Some, but not all, of these products have pricing mechanisms and/or specific protections against raw material or conversion cost changes.
For our biofuels segment, we procure all of our own feedstock and only sell biodiesel for our own account. We have the capability to process multiple types of feedstocks including vegetable oils, animal fats, and separated food waste oils. We can receive feedstock by rail or truck, and we have substantial storage capacity to acquire feedstock at advantaged prices when market conditions permit. Our annual biodiesel production capacity is 59 million gallons per year.
There remains significant uncertainty regarding our future biodiesel production volumes. This outlook is primarily driven by the volatility of feedstock prices relative to finished biodiesel market prices and a systemic lack of permanency in critical government mandates. Our operational strategy is heavily dependent on federal and state incentive structures, which are subject to legislative change or expiration. Key factors contributing to this uncertainty include:
| ● |
The Clean Fuel Production Credit (CFPC): With the CFPC becoming effective on January 1, 2025, the industry is transitioning away from the traditional BTC. The CFPC is in proposed rule status and expected to be finalized before mid-year 2026. |
| ● |
Expiring Credits: The lack of extension for the BTC while the CFPC is finalized creates a non-permanent fiscal environment. |
| ● |
Delayed RFS2 renewable volume obligation: Uncertainty negatively impacts the value of each RIN and causes uncertainty in the renewable fuel market. |
| ● |
Program Flux: Ongoing shifts in the federal renewable fuels program continue to impact our revenue projections. |
Furthermore, government mandates have increasingly strengthened competing sectors, creating headwinds for our biodiesel operations. These include:
| ● |
Renewable Diesel: Incentives favoring renewable diesel over traditional biodiesel given the higher equivalency renewable fuel value of 1.7 as compared to 1.5 for biodiesel and higher GHG benefit. |
| ● |
Electric Vehicles (EVs): Policy shifts and subsidies that accelerate the adoption of electric vehicles, potentially reducing long-term demand for liquid combustion fuels. |
For a detailed analysis of these variables, please refer to "Risk Factors" and Note 3 of our consolidated financial statements.
While biodiesel is the principal component of the biofuels segment, we also generate revenue from the sale of petrodiesel both in blends with our biodiesel and, from time to time, with no biodiesel added. We have both truck and rail access at our Batesville facility. In addition, we deliver blended product to a small group of customers within our region, and from time to time, sell D4 and D6 RINs. At December 31, 2025, we held 0.4 million RINs with a market value of $379 and at December 31, 2024, we held 3.1 million RINs in inventory with a market value of $1,831.
Most of our sales are FOB the Batesville plant, although some transfer points are in other states or foreign ports. Many of our chemicals are used to manufacture products that are shipped, further processed, and/or consumed throughout the world, and we are not always aware of the exact quantities of our products that are moved into foreign markets by our customers. We do track the addresses of our customers for invoicing purposes and use this address to determine whether a particular sale is within or outside the United States. Our revenue for the last three fiscal years attributable to the United States and foreign countries (based upon the billing addresses of our customers) is set forth in the following table.
| All Foreign |
||||||||||||
| Period |
United States |
Countries |
Total |
|||||||||
| Year ended December 31, 2025 |
$ | 94,790 | $ | 952 | $ | 95,742 | ||||||
| Year ended December 31, 2024 |
$ | 242,685 | $ | 654 | $ | 243,339 | ||||||
| Year ended December 31, 2023 |
$ | 367,368 | $ | 882 | $ | 368,250 | ||||||
The majority of our expenses are cost of goods sold. Cost of goods sold includes raw material costs as well as both fixed and variable conversion costs, such conversion costs being those expenses that are directly or indirectly related to the operation of our plant. Significant conversion costs include labor, benefits, energy, supplies, depreciation, and maintenance and repair. In addition to raw material and conversion costs, cost of goods sold includes environmental reserves and costs related to idle capacity. Finally, cost of goods sold includes hedging gains and losses recognized by us related to our biofuels segment. Cost of goods sold is allocated to the Chemicals and Biofuels segments based on equipment and resource usage for most conversion costs and based on revenue for most other costs.
Operating costs include selling, general and administrative, and research and development expenses.
The discussion of results of operations that follows is based on revenue and expenses in total and for individual product lines and does not differentiate related party transactions.
Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024
Set forth below is a summary of certain financial information for the periods indicated.
(Dollars in thousands other than per share amounts)
| Year |
Year |
|||||||||||||||
| Ended |
Ended |
|||||||||||||||
| December 31, |
December 31, |
Dollar |
% |
|||||||||||||
| 2025 | 2024 | Change |
Change |
|||||||||||||
| Revenue |
$ | 95,742 | $ | 243,339 | $ | (147,597 | ) | (61 | )% | |||||||
| (Loss) income from operations |
$ | (52,990 | ) | $ | 6,372 | $ | (59,362 | ) | NA | |||||||
| Net (loss) income |
$ | (49,397 | ) | $ | 15,503 | $ | (64,900 | ) | NA | |||||||
| (Loss) earnings per common share: |
||||||||||||||||
| Basic |
$ | (1.13 | ) | $ | 0.35 | $ | (1.48 | ) | NA | |||||||
| Diluted |
$ | (1.13 | ) | $ | 0.35 | $ | (1.48 | ) | NA | |||||||
| Adjusted EBITDA |
$ | (38,317 | ) | $ | 21,317 | $ | (59,634 | ) | NA | |||||||
We use adjusted EBITDA as a key operating metric to measure both performance and liquidity. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is not a substitute for operating income, net income, or cash flow from operating activities (each as determined in accordance with GAAP) as a measure of performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP. We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash stock-based compensation expenses, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, losses on disposal of property and equipment, unrealized gains or losses on derivative instruments, and other non-operating income or expenses. Information relating to adjusted EBITDA is provided so that investors have the same data that we employ in assessing the overall operation and liquidity of our business. Our calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of our calculation are not necessarily comparable to the results of other companies.
Adjusted EBITDA allows our chief operating decision maker to assess the performance and liquidity of our business on a consolidated basis to assess the ability of our operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures and to pay dividends. In particular, our management believes that adjusted EBITDA permits a comparative assessment of our operating performance and liquidity, relative to a performance and liquidity based on GAAP results, while isolating the effects of depreciation and amortization, which may vary among our operating segments without any correlation to their underlying operating performance, and of non-cash stock-based compensation expense, which is a non-cash expense that varies widely among similar companies, and unrealized gains and losses on derivative instruments, which can cause net income to appear volatile from period to period relative to the sale of the underlying physical product.
We enter into commodity derivative instruments to protect our operations from downward movements in commodity prices and to provide greater certainty of cash flows associated with sales of our commodities. We enter into hedges, and we use mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, and sometimes significantly, by changes in market prices relative to our contract price along with the timing of the valuation change in the derivative instruments relative to the sale of biofuel. We include the unrealized gains and losses on the derivative instruments as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.
The following table reconciles adjusted EBITDA with net income, the most directly comparable GAAP financial measure.
(Dollars in thousands)
| Years ended December 31: |
||||||||
| 2025 |
2024 |
|||||||
| Net (loss) income |
$ | (49,397 | ) | $ | 15,503 | |||
| Depreciation |
9,657 | 9,208 | ||||||
| Non-cash stock-based compensation |
1,008 | 359 | ||||||
| Interest income, net |
(3,758 | ) | (7,656 | ) | ||||
| Non-cash interest expense and amortization of deferred financing costs |
118 | 138 | ||||||
| (Gain) loss on disposal of property and equipment |
(34 | ) | 30 | |||||
| Unrealized (gain) loss on derivative instruments |
(221 | ) | 1,971 | |||||
| Turnaround costs |
3,801 | 3,723 | ||||||
| Other loss (income) |
344 | (2,751 | ) | |||||
| Income tax provision |
165 | 792 | ||||||
| Adjusted EBITDA |
$ | (38,317 | ) | $ | 21,317 | |||
The following table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure:
(Dollars in thousands)
| Years ended December 31: |
||||||||
| 2025 |
2024 |
|||||||
| Net cash (used in) provided by operating activities |
$ | (28,735 | ) | $ | 24,802 | |||
| Provision for deferred income taxes |
(137 | ) | (773 | ) | ||||
| Interest income, net |
(3,758 | ) | (7,656 | ) | ||||
| Income tax provision |
165 | 792 | ||||||
| Changes in operating assets and liabilities, net |
(9,997 | ) | 3,180 | |||||
| Turnaround costs |
3,801 | 3,723 | ||||||
| Other non-operating (loss) income |
344 | (2,751 | ) | |||||
| Adjusted EBITDA |
$ | (38,317 | ) | $ | 21,317 | |||
Results of Operations
Consolidated
| 2025 Compared to 2024: |
||||||||||||||||
| Change |
||||||||||||||||
| (Dollars in thousands) |
2025 |
2024 |
$ |
% |
||||||||||||
| Sales |
$ | 95,742 | $ | 243,339 | $ | (147,597 | ) | (61% | ) | |||||||
| Volume/product mix effect |
$ | (137,218 | ) | (56 | )% | |||||||||||
| Price effect |
$ | (10,379 | ) | (4 | )% | |||||||||||
| Gross (loss) profit |
$ | (39,425 | ) | $ | 19,644 | $ | (59,069 | ) | NA |
|||||||
| Operating expense |
$ | 13,565 | $ | 13,272 | $ | 293 | 2 | % | ||||||||
| Other (income) expense |
$ | (3,758 | ) | $ | (9,923 | ) | $ | 6,165 | 62 | % | ||||||
| Pretax (loss) income |
$ | (49,232 | ) | $ | 16,295 | $ | (65,527 | ) | NA |
|||||||
| Income tax provision (benefit) |
$ | 165 | $ | 792 | $ | (627 | ) | (79% | ) | |||||||
| Net (loss) income |
$ | (49,397 | ) | $ | 15,503 | $ | (64,900 | ) | NA |
|||||||
2025 Compared to 2024
For the fiscal year ended December 31, 2025, consolidated revenue decreased 61% ($147,597) compared to 2024. This significant contraction was primarily driven by severe regulatory headwinds in the Biofuels segment and operational interruptions within the Chemicals segment.
Biofuels Segment Revenue Impact
The Biofuels segment was the primary driver of the consolidated revenue decline, contributing $127,155 of the total decrease ($122,836 from lower volumes and $4,319 from lower pricing).
| ● |
Regulatory Uncertainty: The downturn is largely attributed to ongoing market ambiguity surrounding the CFPC, which materially impacted production economics. |
| ● |
Cost Mitigation: In response to these conditions, we proactively implemented cost-reduction measures, including the idling of the biodiesel plant and a corresponding reduction in force to preserve liquidity. |
Chemicals Segment Revenue Impact
The Chemicals segment contributed $20,442 to the consolidated revenue decrease, driven by:
| ● |
Operational Delays: A $14,382 decline in sales volume resulting from weather-related complications that extended the scheduled plant turnaround, combined with slower production ramp-up speeds during the facility restart. |
| ● |
Market Demand: Reduced volumes for products serving the energy markets. |
| ● |
Contractual Transition: A $5,492 reduction in the amortization of deferred revenue following the 2024 expiration of a long-term contract. While the customer relationship continues, it has transitioned to a short-term contractual framework. |
Consolidated gross profit decreased by $59,069 in 2025 compared to the prior year. This margin compression was driven by a confluence of regulatory headwinds, operational interruptions, and the expiration of legacy contractual benefits.
Segment Contributions to Gross Profit Decline
| ● |
Chemicals Segment: Contributed ($35,639) to the decrease. |
| ● |
Biofuels Segment: Contributed ($23,430) to the decrease. |
Primary Drivers of the Decrease. The year-over-year reduction in profitability was primarily influenced by:
| ● |
Operational Idling & Market Uncertainty: Significant volume losses in biodiesel and its byproduct, glycerin, followed the strategic decision to idle biodiesel production in June 2025. This proactive measure was taken in response to persistent regulatory ambiguity surrounding the CFPC. |
| ● |
Extended Plant Turnaround: Gross profit in the Chemicals segment was further pressured by weather-related complications that extended the duration of the scheduled plant turnaround. This resulted in heightened maintenance expenditures and inefficiencies during the subsequent restart of operations. |
| ● |
Contractual Amortization: A $5,492 reduction resulting from the completed amortization of deferred revenue within the Chemicals segment following the 2024 expiration of a major long-term contract. |
| ● |
Inventory Accounting (LIFO): Valuation adjustments under the Last-In, First-Out (“LIFO”) method negatively impacted gross profit by $1,706 in 2025, a significant reversal from the $3,028 gain recognized through LIFO in 2024. |
Mitigating Factors. The overall decline was partially offset by a favorable swing in the change in derivatives. The unrealized activity of derivative instruments yielded a gain of $221 in 2025, compared to a loss of $1,971 in the prior year.
Operating expenses increased $293 in 2025 compared to 2024. This increase was primarily the result of increased executive compensation expense.
Other income decreased $6,165 in 2025 as compared to 2024. This net decrease was due to (i) the reduction of interest income of $3,745, and (ii) the prior year receipt of a $2,750 settlement in 2024 (see Note 22 of our consolidated financial statements for further details).
Income tax provision
The income tax provision was $165 in 2025 or an effective tax rate of (0.3%) as compared to a provision in 2024 of $792 or an effective tax rate of 4.9%.
The Company's effective tax rate for the years 2025 and 2024 reflects the effect of certain tax credits and incentives. Most notable to the 2025 effective tax rate was the effect of the CFPC, a new 2025 non-refundable, transferable incentive recorded as a reduction in cost of goods sold following International Accounting Standards (“IAS”) 20 principles. The Budget Reconciliation Act of 2025 also reinstated the Small Agri-biodiesel Producer Tax Credit, a non-refundable, transferable incentive similarly recorded as a reduction in cost of goods sold following IAS 20. The reduction in cost of goods sold is excluded from the Company’s taxable income, impacting the effective tax rate.
The most notable effect of tax credits and incentives to the 2024 effective tax rate was from the BTC, which expired December 31, 2024. The BTC was also recorded as a reduction in cost of goods sold following IAS 20. Based on technical guidance from the Internal Revenue Service, the Company excluded the portion of the BTC not used to satisfy excise tax liabilities from its taxable income, impacting the effective tax rate.
The Company’s effective tax rate for 2025 and 2024 includes an expense of $11,558 or 23.5% and $8,169 or 50.1%, respectively, from the recording of a valuation allowance against its deferred tax assets. The Company evaluates its deferred tax assets and records a valuation allowance to reduce these assets to the amount that is more likely than not to be realized. As of December 31, 2025, based on all available and allowable evidence, the Company determined that its deferred tax assets of $53,400 are more likely than not realizable only to the extent of $19,484, resulting in a net deferred tax liability of $910. As of December 31, 2024, based on all available and allowable evidence, the Company determined that its deferred tax assets were more likely than not realizable only to the extent of $18,691, resulting in a net deferred tax liability of $773.
The Company’s unrecognized tax benefit totaled $0 at December 31, 2025 and 2024.
Chemicals Segment
| 2025 Compared to 2024: |
||||||||||||||||
| Change |
||||||||||||||||
| (Dollars in thousands) |
2025 |
2024 |
$ |
% |
||||||||||||
| Sales |
$ | 59,565 | $ | 80,007 | $ | (20,442 | ) | (25.6 | )% | |||||||
| Volume/product mix effect |
(14,382 | ) | (18.0 | )% | ||||||||||||
| Price effect |
(6,060 | ) | (7.6 | )% | ||||||||||||
| Gross (loss) profit |
$ | (13,007 | ) | $ | 22,632 | $ | (35,639 | ) | NA |
|||||||
2025 Compared to 2024
For the fiscal year 2025, chemical sales revenue totaled $59,565, a 26% ($20,442) contraction compared to 2024. This downturn was largely driven by operational headwinds, including weather-related complications that extended the scheduled plant turnaround and subsequent slower production rates during the facility restart. These factors, combined with diminished volumes in the energy sector, impacted both primary chemical product lines.
Custom Chemicals
Revenue from our custom manufacturing product line decreased 26% ($17,798) to $51,675 in 2025. This decline was primarily influenced by:
| ● |
Sector Softness: Reduced demand and lower sales volumes for chemicals utilized in the automotive coatings and energy markets. |
| ● |
Contractual Roll-off: A $5,492 reduction resulting from the completed amortization of deferred revenue following the 2024 expiration of a long-term energy market contract. |
Performance Chemicals
Performance chemicals revenue fell 25% ($2,644) to $7,890 in 2025. Key factors included:
| ● |
Production Interdependencies: Lower volumes of glycerin products resulting from the decision to idle biodiesel production during the second half of 2025. |
| ● |
Market Conditions: A general softening of demand within agricultural chemical markets. |
| ● |
Strategic Offset: These decreases were partially mitigated by the successful launch and sale of a new energy-market product following the completion of a major chemical production construction project. |
Gross profit for the Chemicals segment decreased by $35,639 in 2025 compared to the prior year. This margin compression was primarily driven by the following factors:
| ● |
Volume Contraction: Lower overall sales volumes across both custom and performance product lines, exacerbated by the extended plant turnaround and subsequent production restart. |
| ● |
Contractual Amortization: A $5,492 non-cash decrease resulting from the completed amortization of deferred revenue following the expiration of a significant long-term contract in 2024. |
| ● |
Operational Reinvestment: Increased spending on plant reliability initiatives and heightened maintenance costs incurred during the fiscal year to ensure long-term facility integrity. |
Biofuels Segment
| 2025 Compared to 2024: |
||||||||||||||||
| Change |
||||||||||||||||
| (Dollars in thousands) |
2025 |
2024 |
$ |
% |
||||||||||||
| Sales |
$ | 36,177 | $ | 163,332 | $ | (127,155 | ) | (77.9 | )% | |||||||
| Volume/product mix effect |
(122,836 | ) | (75.2 | )% | ||||||||||||
| Price effect |
(4,319 | ) | (2.6 | )% | ||||||||||||
| Gross (loss) profit |
$ | (26,418 | ) | $ | (2,988 | ) | $ | (23,430 | ) | (784.1% | ) | |||||
2025 Compared to 2024
Biofuels sales revenue decreased 78% in 2025 compared to 2024. This contraction was primarily driven by a 75% reduction in sales volume and a 3% decline in the average selling price of fuel, inclusive of D4 RIN values.
The decline in performance is attributable to an extended plant turnaround initiated to enhance long-term reliability, followed by the subsequent strategic decision to idle production due to regulatory uncertainty surrounding the CFPC and other adverse market conditions.
Customer Concentration and Market Dynamics. Historically, a portion of our biodiesel output was sold to two major United States refiners. In 2025, however, we had no major customers with revenue greater than 10%.
| ● |
Market Fungibility: We do not believe the loss of any single major customer, including these refiners, results in a material adverse effect. Unlike our custom chemical products, biodiesel is a commodity with a broad, active customer base. |
| ● |
Demand vs. Capacity: We believe our product can be readily redirected to alternative buyers, as potential market demand consistently exceeds our current production capacity. |
| ● |
Contractual Flexibility: Our sales are typically executed through short-term purchase orders at prevailing market rates rather than long-term, fixed-volume obligations. |
Biofuels Gross Profit Analysis. Gross profit for the Biofuels segment decreased by $23,430 in 2025 compared to 2024. The primary drivers of this variance include:
| ● |
Production Idling: The significant drop in sales volume followed the idling of the biodiesel facility in the second quarter of 2025. |
| ● |
Inventory Valuation (LIFO): Adjustments to the carrying value of inventory under the LIFO method negatively impacted gross profit by $1,739 in 2025, a sharp reversal from the $2,370 gain recognized in 2024. |
| ● |
Derivative Activity Offset: These losses were partially mitigated by a favorable year-over-year swing in hedging results, with the segment realizing an unrealized gain on derivative instruments of $221 in 2025 compared to a $1,971 loss in 2024. |
Critical Accounting Policies and Estimates
Useful Lives of Property, Plant, and Equipment
The determination of an asset's useful life is a fundamental estimate that impacts our financial results. We primarily establish these estimates based on historical experience with similar assets. However, the actual useful life may vary significantly from these projections due to several factors:
| ● |
Build Quality: Variations in manufacturing standards and materials. |
| ● |
Utilization: The intensity and specific manner in which an asset is operated. |
| ● |
Economic Conditions: Shifts in the business climate or technological advancements that may render an asset obsolete. |
Depreciation Methodology
To ensure our financial statements accurately reflect the consumption of economic benefits, we adhere to the following standards:
| ● |
Continuous Monitoring: We regularly review and adjust estimated useful lives to align with current operational data. |
| ● |
Straight-Line Method: Depreciation is calculated using the straight-line method, allocating the cost of the asset evenly over its projected functional lifespan. |
Changes in estimates are accounted for prospectively, meaning any adjustments to useful lives will impact depreciation expense in the current and future periods.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, when performance obligations of the customer contract are satisfied. We sell to customers through master sales agreements or standalone purchase orders. The majority of our revenue is from short-term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied. Accordingly, we recognize revenue when control is transferred to the customer, which is when products are considered to meet customer specification per the customer contract and title and risk of loss are transferred. This typically occurs at the time of shipment or delivery; or for certain contracts, this occurs upon delivery of the material to one of our storage locations, ready for customer pickup and separated from our other inventory. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products and is generally based upon a negotiated price. We sell products directly to customers generally under agreements with payment terms of 30 to 75 days for chemical segment customers and 5 to 10 days for biofuels segment customers.
Certain long-term contracts have an upfront non-refundable payment considered a material right. The Company applies the renewal option approach in allocating the transaction price to the material right. For each of these contracts, the Company estimated the expected contractual term and expected volumes to be sold at the most likely expected sales price as a basis for allocating the transaction price to the material right. Each estimate is updated quarterly on a prospective basis. These custom chemical contracts have payment terms of 30 days. See Notes 2 and 4 of our consolidated financial statements for additional discussion.
For most product sales, revenue is recognized when product is shipped from our facilities and when control has transferred to the customer, which is in accordance with our customer contracts and the stated shipping terms. Nearly all custom manufactured products are manufactured under written master service agreements. Performance chemicals and biodiesel are generally sold pursuant to the terms of written purchase orders. In general, customers do not have any rights of return, except for quality disputes. All of our products are tested for quality before shipment, and historically returns have been inconsequential. We do not offer rebates, except those related to the BTC when transactions are occurring when the BTC is not in effect. See Note 3 of our consolidated financial statements for additional discussion on the BTC.
Biodiesel selling prices can at times fluctuate based on the timing of unsold, internally generated RINs. From time to time, sales of biodiesel are on a “RINs-free” basis. Such method of selling results in applicable RINs being held. The value of RINs is not reflected in revenue until such time as the RINs sale has been completed with the transfer of the RINs.
Revenue from bill-and-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and control of the product has transferred. Bill-and-hold transactions for 2025 and 2024 were related to custom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use by the customer. These sales were subject to written monthly purchase orders with agreement that production was reasonable. The product was custom manufactured and stored at the customer’s request and could not be sold to another buyer. Credit and payment terms for bill-and-hold customers are similar to other custom chemicals customers. Sales revenue under bill-and-hold arrangements were $36,690, $43,959, and $43,766 for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025 and 2024, $5,147 and $7,301, respectively, was included in revenue for products that had not shipped. The latter amounts do not include Contract Assets of $40 and $29 that have not been billed nor shipped at December 31, 2025 and 2024, respectively.
Taxes collected from customers remitted to governmental authorities are recorded as a reduction of the transaction price. Shipping and handling fees related to sales transactions are billed to customers and recorded as sales revenue with an offsetting expense included in cost of goods sold.
Income Taxes
The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for (benefit from) income taxes represent income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the recoverability of its deferred tax assets, the Company evaluates available positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use of the existing deferred tax assets in each taxing jurisdiction. In making this determination, the Company considers positive evidence in the form of projections of future taxable income, reversing temporary differences, and tax planning strategies. In years in which the Company has experienced objective negative evidence in the form of three cumulative years of tax losses, the Company no longer uses taxable income projections to overcome the presumption of losses and deferred tax asset valuations are computed taking into account tax planning strategies and the reversing net deferred tax liability from temporary differences as sources of income.
The Company recognizes income tax positions only when they meet the more likely than not threshold. The Company's policy is to record interest and penalties related to unrecognized benefits as a component of the income tax provision in the Consolidated Statement of Income and Comprehensive Income.
Liquidity and Capital Resources
Our net cash provided by (used in) operating activities, investing activities, and financing activities for the years ended December 31, 2025, 2024 and 2023 are set forth in the following table.
(Dollars in thousands)
| 2025 |
2024 |
2023 |
||||||||||
| Net cash (used in) provided by operating activities |
$ | (28,735 | ) | $ | 24,802 | $ | 21,299 | |||||
| Net cash (used in) provided by investing activities |
$ | (18,601 | ) | $ | (14,794 | ) | $ | 33,022 | ||||
| Net cash used in financing activities |
$ | (10,889 | ) | $ | (119,911 | ) | $ | (10,517 | ) | |||
Operating Activities
Cash used in operating activities was $28,735 in 2025 compared to cash provided by operating activities of $24,802 in 2024, a net decrease in cash of $53,537 primarily attributed to a decrease of $64,900 in net income from 2025 to 2024. Also contributing to the decrease in cash was the change in (i) accrued expenses and other current liabilities of $14,830, (ii) inventory of $5,351, and (iii) other assets of $4,214. Partially offsetting the decrease in cash from operations was the change in (i) deferred revenue of $18,156, (ii) accounts payable, including accounts payable - related parties, of $11,383, (iii) accounts receivable, including accounts receivable - related parties, of $5,980, and (iv) other non-current liabilities of $4,593.
Cash provided by operating activities increased in 2024 to $24,802 from $21,299 in 2023, a net increase of $3,503. This increase was attributed to the change in (i) inventory of $9,815, (ii) accounts receivable, including accounts receivable – related parties, of $8,714, (iii) accrued expenses and other current liabilities of $7,043, (iv) change in fair value of derivative instruments of $3,849, (v) change in fair value of equity securities of $3,117, and (vi) accounts payable, including accounts payable - related parties, of $2,249. Partially offsetting the increase in cash from operations was the decrease of $21,879 in net income in 2025 compared to 2024 and the change in deferred revenue of $6,787 and other non-current liabilities of $3,317.
Investing Activities
Cash used in investing activities was $18,601 in 2025 compared to $14,794 in 2024 for a net decrease in cash of $3,807. This decrease in cash was primarily attributable to increased capital expenditures of $2,579 and the change in the collateralization of derivative instruments of $1,256.
Cash used in investing activities was $14,794 in 2024 compared to cash provided by investing activities of $33,022 in 2023 for a net decrease in cash of $47,816. This decrease was primarily attributable to the sale of marketable securities in 2023 of $37,701. In addition, increased capital expenditures decreased cash from investing activities by $8,646.
Financing Activities
Cash used in financing activities was $10,889 in 2025, primarily from the payment of dividends of $10,513.
Cash used in financing activities was $119,911 in 2024, primarily from the payment of a special cash dividend of $109,408 in addition to regular cash dividends.
Capital Expenditure Commitments
We had $4,302 of new chemical production equipment and infrastructure capital repair projects that generated commitments as of December 31, 2025. We plan to continue to invest in capital infrastructure to increase the reliability of plant operations.
Historically, we finance capital requirements for our business with cash flows from operations and have not had the need to incur bank indebtedness to finance any of our operations during the periods discussed herein.
Credit Facility
On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement, as further amended effective as of June 30, 2025 and December 22, 2025 (the “Credit Agreement”), originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent (as amended, the “Prior Credit Agreement”). The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $35,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”). The Credit Facility expires on February 21, 2030.
We will be permitted to use net proceeds of any borrowings under the Credit Facility for working capital and other general corporate purposes. No borrowings were made under the Prior Credit Agreement as of December 31, 2025 and 2024. See Note 12 of the consolidated financial statements for additional information regarding our Credit Agreement.
The Credit Facility contains certain affirmative and negative covenants, including negative covenants that limit or restrict, among other things, indebtedness, liens and encumbrances, dividends, burdensome agreements, mergers and fundamental changes, assets sales, investments, transactions with affiliates, changes in fiscal years, and other matters customarily restricted in such agreements.
The interest rate floats at the following margins over SOFR or base rate based upon our leverage ratio.
| Adjusted SOFR |
||||||||||||
| Rate Loans |
||||||||||||
| Consolidated Leverage Ratio |
and Letter of Credit Fee |
Base Rate Loans |
Commitment Fee |
|||||||||
| < 1.00:1.0 |
1.00 | % | 0.00 | % | 0.15 | % | ||||||
| ≥ 1.00:1.0 And < 1.50:1.0 |
1.25 | % | 0.25 | % | 0.15 | % | ||||||
| ≥ 1.50:1.0 And < 2.00:1.0 |
1.50 | % | 0.50 | % | 0.20 | % | ||||||
| ≥ 2.00:1.0 And < 2.50:1.0 |
1.75 | % | 0.75 | % | 0.20 | % | ||||||
| ≥ 2.50:1.0 |
2.00 | % | 1.00 | % | 0.25 | % | ||||||
Certain of our subsidiaries have entered into guarantees of payment on behalf of the Company for amounts outstanding under the Credit Facility. In addition, we and certain subsidiaries have entered into a pledge and security agreement with the lender parties to secure the obligations under the Credit Facility. Pursuant to the pledge and security agreement, we and certain of our subsidiaries have pledged certain collateral, including but not limited to, interests in intellectual property rights and certain equity interests in our subsidiaries.
We intend to fund future capital requirements for our businesses from cash flow generated by us as well as from existing cash, cash investments, and, if the need should arise, borrowings under our credit facility. We do not believe there will be a need to issue any securities to fund such capital requirements.
Dividends
In 2025, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2025 totaled $2,681 to be paid in the first quarter of 2026. Dividend equivalents accruing on the outstanding restricted stock units (“RSUs”) total $49; $10 has vested and $39 contingent upon full services vesting in accordance with the service agreement with Mr. Polet.
In 2024, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2024 totaled $10,513 to be paid in 2025. On March 12, 2024, we also declared a special cash dividend of $2.50 per share on our common stock. This special dividend paid on April 9, 2024 amounted to $109,408. Total cash dividends paid in 2024 were $119,911.
In 2023, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2023 totaled $10,503 to be paid in 2024.
Capital Management
As a result of historical positive operating results, we accumulated excess working capital. We intend to retain the remaining cash to fund infrastructure and capacity expansion at our Batesville plant or to otherwise fund our future growth. Third parties have not placed significant restrictions on our working capital management decisions.
We maintain depository accounts such as checking accounts, money market accounts, and other similar accounts at selected financial institutions. As of December 31, 2025, approximately 89% of these deposits were insured by the Federal Deposit Insurance Corporation.
Off-Balance Sheet Arrangements
We engage in two types of hedging transactions. First, we hedge our biofuels sales through the purchase and sale of futures contracts and options on futures contracts of energy commodities. This activity was captured on our consolidated balance sheets at December 31, 2025 and 2024. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors which meet the normal purchase and normal sales exception of ASC 815 Derivatives and Hedging. These hedging transactions are recognized in earnings and do not qualify as a hedge accounting treatment on our consolidated balance sheets at December 31, 2025 or 2024, as they do not meet the definition of a hedge instrument as defined under GAAP. The purchase of biofuels feedstock generally involves two components: basis and price. Basis covers any refining or processing required as well as transportation. Price covers the purchases of the actual agricultural commodity. Both basis and price fluctuate over time. A supply agreement with a vendor constitutes a hedge when we have committed to a certain volume of feedstock in a future period and have fixed the basis for that volume.
Contractual Obligations
Purchase obligations include the purchase of biodiesel feedstock and various other infrastructure and capital repairs as follows:
| Less than 1 year |
$ | 11,029 | ||
| 1-3 years |
412 | |||
| 4-5 years |
- | |||
| Total |
$ | 11,441 |
A component of other noncurrent liabilities is a reserve for asset retirement obligations and environmental contingencies of $1,503 at December 31, 2025. We are liable for these asset retirement obligations and environmental contingencies only in certain events, primarily the closure of our Batesville, Arkansas facility. As such, we do not expect a payment related to these liabilities in the foreseeable future and therefore we have excluded this amount from the table above.
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
In recent years, general economic inflation has not had a material adverse impact on our costs and, as described elsewhere herein, we have passed some contractual inflationary price increases along to our customers. However, we are subject to certain market risks as described below.
Market risk represents the potential loss arising from adverse changes in market rates and prices. Commodity price risk is inherent in the chemical and biofuels business both with respect to input (electricity, coal, raw materials, biofuel feedstocks, etc.) and output (manufactured chemicals and biofuels).
We seek to mitigate our market risks associated with the manufacturing and sale of chemicals by entering into term sale contracts that include contractual market price adjustment protections to allow changes in market prices of key raw materials to be passed on to the customer. Such price protections are not always obtained, however, so raw material price risk remains a significant risk.
In order to manage price risk caused by market fluctuations in biofuel prices, we may enter into exchange traded commodity futures and options contracts. We account for these derivative instruments in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging. Under this standard, the accounting for changes in the fair value of a derivative instrument depends upon whether it has been designated as an accounting hedging relationship and, further, on the type of hedging relationship. To qualify for designation as an accounting hedging relationship, specific criteria must be met and appropriate documentation maintained. We had no derivative instruments that qualified under these rules as designated accounting hedges in 2025 or 2024. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statement of operations as a component of cost of goods sold.
Our immediate recognition of derivative instrument gains and losses can cause net income to be volatile from period to period due to the timing of the change in value of the derivative instruments relative to the sale of biofuel being sold. As of December 31, 2025 and 2024, the fair values of our derivative instruments were in a liability position in the amount of $13 and $235, respectively.
Our gross profit will be impacted by the prices we pay for raw materials and conversion costs (costs incurred in the production of chemicals and biofuels) for which we do not possess contractual market price adjustment protection. These items are principally comprised of crude corn oil and yellow grease and petrodiesel. The availability and price of these items are subject to wide fluctuations due to unpredictable factors such as weather conditions, overall economic conditions, governmental policies, commodity markets, and global supply and demand.
We prepared a sensitivity analysis of our exposure to market risk with respect to key raw materials and conversion costs for which we do not possess contractual market price adjustment protections based on average prices in 2025. We included only those raw materials and conversion costs for which a hypothetical adverse change in price would result in a 1% or greater decrease in gross profit. Assuming that the prices of the associated finished goods could not be increased and assuming no change in quantities sold, a hypothetical 10% change in the average price of the commodities listed below would result in the following change in annual gross profit.
(Dollars in thousands)
| Hypothetical |
Percentage |
||||||||||||||||
| Adverse |
Decrease |
||||||||||||||||
| Volume |
Change in |
Decrease in |
in Gross |
||||||||||||||
| Item |
Requirements(a) |
Units |
Price |
Gross Profit |
Profit |
||||||||||||
| Biodiesel feedstocks |
4.1 | MGAL |
10 | % | $ | 1,303 | 3.3 | % | |||||||||
| Electricity |
100,591 | MWH |
10 | % | $ | 516 | 1.3 | % | |||||||||
(a) Volume requirements and average price information are based upon volumes used and prices obtained for the year ended December 31, 2025. Volume requirements may differ materially from these quantities in future years as our business evolves.
We had no borrowings as of December 31, 2025 or 2024, and, as such, we were not exposed to interest rate risk for those years. Due to the relative insignificance of transactions denominated in a foreign currency, we consider our foreign currency risk to be immaterial.
| Item 8. | Financial Statements and Supplementary Data. |
Financials.
The following sets forth our consolidated balance sheets as at December 31, 2025 and 2024 and our consolidated statements of income and comprehensive income, cash flows, and changes in stockholders’ equity for each of the three years in the period ended December 31, 2025, together with Grant Thornton LLP’s report as of and for the years ended December 31, 2025 and 2024, and RSM US LLP's report for the year ended December 31, 2023.
| Item | Page |
| Report of Independent Registered Public Accounting Firm (Grant Thornton LLP: PCAOB ID | 48 |
| Report of Independent Registered Public Accounting Firm (RSM US LLP: PCAOB ID 49) | 49 |
| Consolidated Balance Sheets | 50 |
| Consolidated Statements of Income and Comprehensive Income | 51 |
| Consolidated Statements of Cash Flows | 52 |
| Consolidated Statements of Changes in Stockholders' Equity | 53 |
| Notes to Consolidated Financial Statements of FutureFuel Corp. | 54 |
| Note 1. Description of business and operations | 54 |
| Note 2. Significant accounting policies and basis of presentation | 54 |
| Note 3. Government tax credits | 60 |
| Note 4. Revenue Recognition | 61 |
| Note 5. Inventory | 63 |
| Note 6. Derivative instruments | 63 |
| Note 7. Marketable securities | 64 |
| Note 8. Fair value measurements | 64 |
| Note 9. Property, plant, and equipment | 65 |
| Note 10. Other assets | 65 |
| Note 11. Accrued expenses and other liabilities | 65 |
| Note 12. Borrowings | 66 |
| Note 13. Asset retirement obligations and environmental reserves | 66 |
| Note 14. Lease commitments and purchase obligations | 67 |
| Note 15. Income taxes | 68 |
| Note 16. Earnings per share | 72 |
| Note 17. Stock-based compensation | 73 |
| Note 18. Stockholders' equity | 75 |
| Note 19. Employee benefit plans | 76 |
| Note 20. Related party transactions | 76 |
| Note 21. Segment information | 78 |
| Note 22. Legal proceedings | 79 |
| Note 23. Subsequent events | 79 |
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
FutureFuel Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of FutureFuel Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2024.
March 16, 2026
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors
FutureFuel Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income and comprehensive income, changes in stockholders’ equity and cash flows for the year ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements) of FutureFuel Corp. and subsidiaries (the Company). In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
/s/RSM US LLP
We served as the Company’s auditor from 2019 to 2024.
St Louis, Missouri
March 14, 2024 (May 10, 2024, as to the effects of the restatement discussed in Note 25 of the consolidated financial statements filed on Form 10-K/A on May 10, 2024)
FutureFuel Corp.
Consolidated Balance Sheets
As of December 31, 2025 and 2024
(Dollars in thousands)
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, inclusive of the blenders’ tax credit of $ and $, and net of allowances for credit losses of $ and $, respectively | ||||||||
| Inventory, net | ||||||||
| Income tax receivable | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Other noncurrent assets | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Accounts payable, inclusive of the blenders’ tax credit rebates due to customers of $ and $, respectively | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Deferred revenue – current | ||||||||
| Dividends payable-current | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Deferred revenue – noncurrent | ||||||||
| Dividends payable -noncurrent | ||||||||
| Noncurrent deferred income taxes | ||||||||
| Other noncurrent liabilities | ||||||||
| Total noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Preferred stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized, and issued and outstanding as of December 31, 2025 and 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
FutureFuel Corp.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands, except per share amounts)
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Revenue – related parties | ||||||||||||
| Cost of goods sold | ||||||||||||
| Cost of goods sold – related parties | ( | ) | ||||||||||
| Distribution | ||||||||||||
| Distribution – related parties | ||||||||||||
| Gross (loss) profit | ( | ) | ||||||||||
| Selling, general, and administrative expenses | ||||||||||||
| Compensation expense | ||||||||||||
| Other expense | ||||||||||||
| Related party expense | ||||||||||||
| Research and development expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| (Loss) income from operations | ( | ) | ||||||||||
| Interest and dividend income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Gain on marketable securities | ||||||||||||
| Other income, net | ||||||||||||
| Other income | ||||||||||||
| (Loss) income before income taxes | ( | ) | ||||||||||
| Income tax provision | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| (Loss) earnings per common share | ||||||||||||
| Basic | $ | ( | ) | $ | $ | |||||||
| Diluted | $ | ( | ) | $ | $ | |||||||
| Weighted average shares outstanding | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Comprehensive income | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Other comprehensive income (loss) from unrealized net losses on available-for- sale debt securities | ||||||||||||
| Income tax effect | ( | ) | ||||||||||
| Total unrealized gain (loss), net of tax | ||||||||||||
| Comprehensive (loss) income | $ | ( | ) | $ | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
FutureFuel Corp.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands)
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of deferred financing costs | ||||||||||||
| (Benefit) provision for deferred income taxes | ||||||||||||
| Change in fair value of equity securities | ( | ) | ||||||||||
| Change in fair value of derivative instruments | ( | ) | ( | ) | ||||||||
| Loss on the sale of investments | ||||||||||||
| Stock based compensation | ||||||||||||
| (Gain) loss on disposal of property, plant, and equipment | ( | ) | ||||||||||
| Noncash interest expense | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Accounts receivable – related parties | ||||||||||||
| Inventory | ( | ) | ( | ) | ||||||||
| Income tax receivable | ( | ) | ||||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||||||
| Other assets | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable – related parties | ( | ) | ( | ) | ||||||||
| Dividends payable | ||||||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||||||
| Deferred revenue | ( | ) | ( | ) | ||||||||
| Other noncurrent liabilities | ( | ) | ||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Collateralization of derivative instruments | ( | ) | ( | ) | ||||||||
| Proceeds from the sale of marketable securities | ||||||||||||
| Proceeds from the sale of property, plant, and equipment | ||||||||||||
| Capital expenditures | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities | ||||||||||||
| Deferred financing costs | ( | ) | ( | ) | ||||||||
| Payment of dividends | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | |||||||||
| Cash paid for interest | $ | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | $ | |||||||||
| Noncash investing and financing activities: | ||||||||||||
| Noncash capital expenditures included in accounts payable | $ | $ | $ | |||||||||
| Dividends payable | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
FutureFuel Corp.
Consolidated Statements of Changes in Stockholders’ Equity
For the Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands)
| Accumulated | Retained | |||||||||||||||||||||||
| Other | Additional | Earnings | Total | |||||||||||||||||||||
| Common Stock | Comprehensive | Paid in | (Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Income | Capital | Deficit) | Equity | |||||||||||||||||||
| Balance - December 31, 2022 | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||
| Cash dividends declared | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | |||||||||||||||||||||||
| Net Income | - | |||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends declared | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Stock based compensation | ( | ) | ||||||||||||||||||||||
| Net Income | - | |||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends declared | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Stock based compensation | ( | ) | ||||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
| 1. | DESCRIPTION OF BUSINESS AND OPERATIONS |
FutureFuel Corp. (the “Company”) is a Delaware corporation with its wholly owned subsidiaries, FutureFuel Chemical Company; FutureFuel Warehouse Company, L.L.C.; and Legacy Regional Transport, L.L.C.
The Company’s sole operating facility is FutureFuel Chemical Company located in Batesville, Arkansas, a manufacturer of specialty and performance chemicals and biofuels.
| 2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION |
Financial Presentation
The consolidated financial statements of FutureFuel Corp. and subsidiaries are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include amounts that are based upon management estimates and judgments which could differ from actual future results. Intercompany transactions and balances are eliminated in consolidation.
Cash and cash equivalents
Cash equivalents include highly liquid investments with original maturities of three months or less. These are recorded at cost, which closely reflects fair value. The Company maintains its cash and temporary cash investments with high-credit, quality financial institutions. While bank balances may occasionally exceed the Federal Deposit Insurance Corporation insurance limit, the Company has experienced no related losses.
Accounts receivable and allowance for credit losses
Accounts receivable are recorded at the invoiced amount and accrue interest if outstanding beyond the agreed upon payment terms. The Company has established procedures to monitor credit risk and has not experienced significant credit losses in prior years. Accounts receivable has been reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based upon management’s evaluation of historical collection experience, current and future economic and market conditions, and a review of the status of individual accounts receivable. Write-offs are recorded at the time a customer receivable is deemed uncollectible.
Customer concentrations
For the years ended December 31, 2025, 2024 and 2023, significant portions of the Company’s sales were made to a relatively small number of customers. For the year ended December 31, 2025, biodiesel customer represented greater than 10% of total sales revenue or receivables. Sales to biodiesel customers totaled
For the year ended December 31, 2025, chemical customers each represented greater than 10% of total sales revenue for a total of
Inventory
Inventories are valued at the lower of cost or market or net realizable value. The Company determines the cost of raw materials, work in process, and finished goods inventories by the last-in, first-out (“LIFO”) method. The cost of all other inventories is determined by the average cost method, which approximates the first-in, first-out ("FIFO") method. The Company writes down its inventories for estimated obsolescence or unmarketable inventory equal to the difference between the carrying value of inventory and the estimated market value based upon assumptions about future demand and market conditions.
Derivative instruments
The Company records all derivative instruments at fair value. Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period. Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statements of income and comprehensive income as a component of cost of goods sold.
In order to manage commodity price risk caused by market fluctuations in biofuel prices, future purchases of feedstock used in biodiesel production, physical feedstock, finished product inventories attributed to the process, and other petroleum products purchased or sold, the Company may enter into exchange-traded commodity futures and options contracts. The Company accounts for these derivative instruments in accordance with Accounting Standards Codification (“ASC”) 815-20-25, Derivatives and Hedging. Under this standard, the accounting for changes in the fair value of a derivative instrument depends upon whether it has been designated as an accounting hedging relationship and, further, on the type of hedging relationship. To qualify for designation as an accounting hedging relationship, specific criteria must be met and appropriate documentation maintained. The Company had no derivative instruments that qualified under these rules as designated accounting hedges in 2025, 2024, or 2023. See Note 6 for further discussion of derivative instruments. The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements and for certain biodiesel sales contracts.
Marketable securities
Investments consist of marketable equity and debt securities stated at fair value. The debt securities are designated as available-for-sale securities at the time of purchase based upon the intended holding period. Gains and losses from the sale of marketable securities and the changes in the fair value of equity securities are recognized as gain on marketable securities as a component of other income in the consolidated statements of income and comprehensive income. The cost basis used for all marketable securities is specific identification. Changes in the fair value of debt securities are recognized in accumulated other comprehensive income on the consolidated balance sheets, unless the Company determines that an unrealized loss will not be recovered before it is sold, in which case, the Company will recognize the loss as a component of other income (expense).
See Notes 7 and 8 for further information on marketable securities and fair value measurements.
Fair value measurements
The Company records recurring and non-recurring financial assets and liabilities as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. An asset or liability classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.
Supplies and parts
Supplies and parts are carried at cost in Other current assets and Other noncurrent assets. The Company writes down its supplies and parts for estimated obsolescence and amounts determined to be in excess of expected needs.
Property, plant, and equipment, net
Property, plant, and equipment, net is carried at cost less accumulated depreciation. Maintenance and repairs are charged to earnings; replacements and betterments are capitalized. When the Company retires or otherwise disposes of an asset, it removes the cost of such asset and related accumulated depreciation from the accounts. The Company records any profit and loss on retirement or other disposition in earnings.
Depreciation expense is calculated based on historical cost and the estimated useful lives of the assets, generally using the straight-line method with the following useful lives:
| Building & building equipment (years) | ||||
| Machinery and equipment (years) | ||||
| Transportation equipment (years) | ||||
| Other (years) |
Impairment of assets
The Company evaluates the carrying value of long-lived tangible assets when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and circumstances include, but are not limited to, significant decreases in the market value of the assets, adverse changes in the extent or manner in which the asset is being used, significant changes in business climate, or current or projected cash flow losses associated with the use of the assets. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from such assets are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. For long-lived assets to be held for use in future operations, fair value is determined primarily by using either the projected cash flows discounted at a rate commensurate with the risk involved or an appraisal. For long-lived assets to be disposed of by sale or other than sale, fair value is determined in a similar manner, except those fair values are reduced for disposal costs.
Asset retirement obligations and environmental costs
The Company establishes reserves for closure/post-closure costs associated with the environmental and other assets it maintains, which include, but are not limited to, waste management units, such as a chemical waste destructor, storage tanks, and boilers. When these types of assets are constructed or installed, a liability is established with a corresponding asset for the future costs anticipated to be associated with the closure of the site based on an expected life of the environmental assets, the applicable regulatory closure requirements, and the Company’s environmental policies and practices. These expenses are charged into earnings over the estimated useful life of the assets. Currently, the Company estimates the useful life of each individual asset up to
Environmental costs are capitalized if they extend the life of the related property, increase its capacity, and/or mitigate or prevent future contamination. The cost of operating and maintaining environmental control facilities is charged to expense.
Leases
The Company determines if an arrangement is a lease at inception, and if applicable, determines its lease classification. Leases with an initial expected term of twelve months or less are considered short-term and are not recorded on our consolidated balance sheets. The Company recognizes operating lease expense on a straight-line basis over the lease term.
Right-of-use (“ROU”) lease assets represent the Company's right to use an underlying asset for the term of lease. Lease liabilities represent the Company's obligation to make lease payments associated with the lease. ROU assets and liabilities are recognized at lease commencement based on the present value of the minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term. ROU assets include any lease payments made and exclude lease incentives. Lease terms may also include an option to extend or terminate the lease. These options would be recognized when it was reasonably certain the Company would exercise the option.
Litigation
The Company and its operations from time to time may be parties to or targets of lawsuits, claims, investigations, and proceedings including product liability, personal injury, patent and intellectual property, commercial, contract, environmental, health and safety, and environmental matters, which are handled and defended in the ordinary course of business. The Company accrues a liability for such matters when it is probable that a liability has been incurred, and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount.
Revenue recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations of the customer contract are satisfied. The Company sells to customers through master sales agreements or standalone purchase orders. The majority of the Company’s revenue is from short-term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied. Accordingly, the Company recognizes revenue when control is transferred to the customer, which is when products are considered to meet customer specification per the customer contract and title and risk of loss are transferred. This typically occurs at the time of shipment or delivery; or for certain contracts, this occurs upon delivery of the material to a Company storage location, ready for customer pickup and separated from other Company inventory. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated price. The Company sells its products directly to customers generally under agreements with payment terms of 30 to 75 days for chemical segment customers and 2 to 10 days for biofuels segment customers.
The Company applies the practical expedient and excludes the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less; and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.
Revenue within the biofuel segment includes revenue from biodiesel RINs. RINs are renewable identification numbers under the Renewable Fuel Standard (“RFS2”) used to incent the use of renewable fuels domestically. RINs are generated at 1.5 RINs per gallon of biodiesel produced and sold. Revenue is recognized from RINs when transferred to the buyer in the government provided tracking system. No cost is incurred in the generation of a RIN.
Taxes collected from customers remitted to governmental authorities are recorded as a reduction of the transaction price. Shipping and handling fees related to sales transactions are billed to customers and recorded as sales revenue with an offsetting expense included in cost of goods sold.
Cost of goods sold and distribution
Cost of goods sold consists of raw and packaging materials, direct manufacturing costs, depreciation, analytical lab costs, inbound freight, purchasing, and other indirect costs necessary to manufacture products. The Company follows the direct-expense method of accounting for turnaround activities with associated costs included in cost of goods sold. Biodiesel cost of goods sold also includes a credit for the Clean Fuel Production Tax Credit (“CFPC”) in 2025 and the one dollar per gallon Blenders’ Tax Credit (“BTC”) for blending biodiesel with petroleum diesel during 2024 and 2023. See Note 3 for further discussion.
Distribution expense includes outbound freight costs, depreciation of distribution equipment, and other indirect costs necessary to distribute product.
Selling, general, and administrative expenses
Selling, general, and administrative expenses include personnel costs associated with sales, marketing, and administration; legal and related costs; consulting and professional service fees; advertising expenses; and other similar costs.
Research and development expenses include direct salaries, depreciation of equipment, material expenditures, contractor fees, and other indirect costs. All costs identified as research and development costs are charged to expense when incurred.
Comprehensive income
Comprehensive income is comprised of net income and other comprehensive income (loss) (“OCI”). Comprehensive income comprises all changes in stockholders’ equity from transactions and other events and circumstances from non-owner sources. The Company’s OCI comprises unrealized gains and losses resulting from its investments in marketable debt securities classified as available-for-sale (see Note 7).
Unrealized gains and losses were determined using the specific identification method and are classified in OCI.
Income taxes
The income tax (benefit) provision is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for (benefit from) income taxes represent income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the recoverability of its deferred tax assets, the Company evaluates available positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use of the existing deferred tax assets in each taxpaying jurisdiction. In making this determination, the Company considers positive evidence in the form of projections of future taxable income, reversing temporary differences, and tax planning strategies. In years in which the Company has experienced objective negative evidence in the form of three cumulative years of tax losses, the Company no longer uses taxable income projections to overcome the presumption of losses and deferred tax asset valuations are computed using only the reversing net deferred tax liability from temporary differences as a source of income.
New Accounting Standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, will not have a material impact on the consolidated financial statements upon adoption.
In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional disclosure on income taxes paid. We adopted this guidance prospectively for the year ending December 31, 2025 and have provided the required disclosures. See Note 15 Income Taxes.
New accounting standards issued but not yet adopted
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and disclosures.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 permits the use of certain estimates and assumptions in developing forecasts used for determining expected credit losses on accounts receivable. This guidance will be effective for us on January 1, 2026. We do not expect the above guidance to materially impact our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 eliminates the consideration of project development stages in determining whether a cost is eligible for capitalization. Instead, cost capitalization will be based on a “probable to complete” threshold. This guidance will be effective for us on January 1, 2028. We are evaluating the impact, if any, that the adoption of ASU 2025-06 may have on our consolidated financial statements.
| 3. | GOVERNMENT TAX CREDITS |
BIODIESEL BLENDERS' TAX CREDIT
The BTC provided a one dollar per gallon tax credit to the blender of biomass-based diesel with at least 0.1% petroleum-based diesel fuel. The Company recorded this credit as a reduction in the cost of goods sold as applicable sales were made in the years ended December 31, 2024, and 2023. The BTC expired December 31, 2024.
SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT (SAPC)
The SAPC also expired on December 31, 2024. This tax credit was available to producers with production capacity not in excess of 60 million gallons and provided a $0.10 per gallon income tax credit on the first 15 million gallons of agri-biodiesel sold. The Company was eligible for this credit and recognized the credit in the same accounting period as the benefit from the BTC. The benefit of this credit was recognized as a component of income tax provision in the years ended December 31, 2024, and 2023.
On July 4, 2025, the Budget Reconciliation Act of 2025 reinstated and extended the SAPC through December 31, 2026. This transferable, non-refundable credit offers eligible producers with a capacity of 60 million gallons or less $0.20 per gallon on the first 15 million gallons of fuel they produce. As the Budget Reconciliation Act of 2025 also made the SAPC transferable, the benefit of this credit was recognized as a reduction in cost of goods sold in the year ended December 31, 2025, discussed further below.
CLEAN FUEL PRODUCTION TAX CREDIT (CFPC)
The CFPC or §45Z credit, established by the Inflation Reduction Act of 2022 and extended through 2029 by the Budget Reconciliation Act of 2025, is a key incentive for low-emission transportation fuels. The Company’s biodiesel was approved for the CFPC in December 2024. This transferable, non-refundable income tax credit uses a sliding scale based on the fuel's greenhouse gas (“GHG”) emissions. The Company qualifies for an increased credit above the base of $0.20 per gallon for non-aviation fuel because it satisfies the prevailing wage and apprenticeship requirements.
TRANSFERABLE TAX CREDITS (SAPC and CFPC)
Due to the lack of specific U.S. GAAP guidance for the transferable tax credits, the Company elected to follow International Accounting Standards (“IAS”) 20 principles (“Accounting for Government Grants”). Accordingly, the SAPC and CFPC were recognized as a reduction in the cost of goods sold, net of estimated selling expenses when applicable.
For the year ended December 31, 2025, the Company recognized $
CARES ACT – EMPLOYEE RETENTION TAX CREDIT
The Coronavirus Aid, Relief, and Economic Security Act, was enacted on March 27, 2020, to encourage eligible employers to retain employees on their payroll. The Consolidated Appropriations Act, effective January 1, 2021, broadened the eligibility of the credit. The Company applied for this credit and will recognize the benefit of the credit once reasonable assurance can be made as to the retention of the credit.
| 4. | REVENUE RECOGNITION |
The majority of revenue is from contracts with less than one-year arrangements with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied.
Certain of the Company’s custom chemical contracts within the chemical segment contain a material right, as defined by ASC Topic 606, from the provision of a customer option to purchase future goods or services at a discounted price as a result of upfront payments provided by customers. Each contract also has a performance obligation to transfer products with 30-day payment terms. The Company recognizes revenue when the customer takes control of the inventory, either upon shipment or when the material is made available for pick up. If the customer is deemed to take control of the inventory prior to pick up, the Company recognizes the revenue as a bill-and-hold transaction in accordance with ASC Topic 606. The Company applies the renewal option approach in allocating the transaction price to these material rights and transfer of product. As a basis for allocating the transaction price to the material right and transfer of product, the Company estimates the expected life of the contract, the expected contractual volumes to be sold over that life, and the most likely expected sales price. Each estimate is updated quarterly on a prospective basis.
The Company leases warehouse space under a short-term lease agreement with a term of twelve months. Lease revenue recognized under this agreement was $
Contract Assets and Liabilities:
Contract assets consist of unbilled amounts resulting from revenue recognized through bill-and-hold arrangements. The contract assets for 2025 and 2024 consist of unbilled revenue from one customer and unbilled capital reimbursements from another customer and are recorded as accounts receivable in the consolidated balance sheets. Contract liabilities consist of advance payments related to material rights recorded as deferred revenue in the consolidated balance sheets. Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $
The following table provides the opening and closing balances of receivables, contract assets, and contract liabilities from contracts with customers.
Contract balances
Contract Assets and Liabilities
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Trade receivables, included in accounts receivable* | $ | $ | $ | |||||||||
| Contract assets, included in accounts receivable | ||||||||||||
| Contract liabilities, included in Deferred revenue - short-term | ||||||||||||
| Contract liabilities, included in Deferred revenue - long-term | ||||||||||||
*Exclusive of the BTC of $
The Company includes non-contract liabilities resulting from federal and state railroad grants as deferred revenue in the consolidated balance sheets. For the years ended December 31, 2025 and 2024, short-term non-contract liabilities were $
Transaction price allocated to the remaining performance obligations of contract liabilities
As of December 31, 2025, approximately $
Disaggregation of revenue - contractual and non-contractual
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Contract revenue from customers with > 1-year arrangements | $ | $ | $ | |||||||||
| Contract revenue from customer with < 1-year arrangements | ||||||||||||
| Revenue from non-contractual arrangements | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
Timing of revenue
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Bill-and-hold revenue | $ | $ | $ | |||||||||
| Non-bill-and-hold revenue | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
Bill-and-hold transactions consisted of five specialty chemical customers in 2025, 2024, and 2023, whereby revenue was recognized in accordance with contractual agreements based on product produced, readied for use and loaded into customer provided containers. These sales were subject to written monthly purchase orders with revenue recognized upon production and loading into customer provided containers. The inventory was segregated from other Company inventory as it was custom manufactured and stored at the customer’s request and could not be sold to another buyer. Credit and payment terms for bill-and-hold transactions are similar to other specialty chemical customers. Sales revenue under bill-and-hold arrangements totaled $
The Company’s revenues for the years ended December 31, 2025, 2024 and 2023 attributable to the United States and foreign countries (based upon the billing addresses of its customers) were as follows.
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| United States | $ | $ | $ | |||||||||
| All Foreign Countries | ||||||||||||
| Total | $ | $ | $ | |||||||||
For the years ended December 31, 2025, 2024 and 2023, no revenues from a single foreign country were greater than 1% of total revenues.
| 5. | INVENTORY |
The carrying values of inventory were as follows as of December 31:
| 2025 | 2024 | |||||||
| At average cost (approximates current cost) | ||||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| LIFO reserve | ( | ) | ( | ) | ||||
| Total inventory | $ | $ | ||||||
A LIFO liquidation of $
| 6. | DERIVATIVE INSTRUMENTS |
Realized and unrealized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of income and comprehensive income as a component of cost of goods sold and amounted to a net gain of $
The volumes and carrying values of the Company’s derivative instruments were as follows at December 31:
| Asset/ (Liability) | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Contract | Fair | Contract | Fair | |||||||||||||
| Quantity | Value | Quantity | Value | |||||||||||||
| Regulated fixed price future commitments, included in other current assets (in thousand barrels) | $ | ( | ) | $ | ( | ) | ||||||||||
The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $
| 7. | MARKETABLE SECURITIES |
At December 31, 2025 and 2024, the Company held no marketable equity or trust preferred (debt) securities. The previous sale of these securities was recorded as a component of net income with a gain of $
In 2023, the Company had
| 8. | FAIR VALUE MEASUREMENTS |
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants as of the measurement date. Fair value accounting pronouncements also include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.
Derivative instruments were fair value measurements using inputs considered as Level 1 holdings in the year ended December 31, 2025, as disclosed in Note 6. The Company had no Level 2 or Level 3 securities.
| 9. | PROPERTY, PLANT, AND EQUIPMENT |
Property, plant, and equipment consisted of the following at December 31:
| 2025 | 2024 | |||||||
| Land and land improvements | $ | $ | ||||||
| Buildings and building equipment | ||||||||
| Machinery and equipment | ||||||||
| Construction in progress | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense totaled $
| 10. | OTHER ASSETS |
Other current assets consisted of the following at December 31:
| 2025 | 2024 | |||||||
| Supplies and parts | $ | $ | ||||||
| Clean Fuel Production Credit | ||||||||
| Collateralization of derivative instruments | ||||||||
| Small Producers Tax Credit | ||||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
Other noncurrent assets is primarily comprised of supplies and parts held for equipment maintenance and repairs which are not expected to be used in the twelve-month period subsequent to the consolidated balance sheet date. The balance related to these items totaled $
| 11. | ACCRUED EXPENSES AND OTHER LIABILITIES |
Accrued expenses and other current liabilities consisted of the following at December 31:
| 2025 | 2024 | |||||||
| Refundable deposit | $ | $ | ||||||
| Employment tax credit | ||||||||
| Accrued employee liabilities | ||||||||
| Accrued property, motor fuel and other taxes | ||||||||
| Other current liabilities | ||||||||
| Total | $ | $ | ||||||
Other noncurrent liabilities includes an employment tax credit with a balance of $
| 12. | BORROWINGS |
On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement, as further amended effective as of June 30, 2025 and December 22, 2025 (the “Credit Agreement”), originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent (as amended, the “Prior Credit Agreement”). The Credit Agreement consists of a -year revolving credit facility in a dollar amount of up to $
The interest rate floats at the following margins over Secured Overnight Financing Rate ("SOFR") or base rate based upon our leverage ratio.
| Adjusted SOFR | ||||||||||||
| Rate Loans | ||||||||||||
| Consolidated Leverage Ratio | and Letter of Credit Fee | Base Rate Loans | Commitment Fee | |||||||||
| < 1.00:1.0 | % | % | % | |||||||||
| ≥ 1.00:1.0 And < 1.50:1.0 | % | % | % | |||||||||
| ≥ 1.50:1.0 And < 2.00:1.0 | % | % | % | |||||||||
| ≥ 2.00:1.0 And < 2.50:1.0 | % | % | % | |||||||||
| ≥ 2.50:1.0 | % | % | % | |||||||||
The terms of the Credit Facility contain certain negative covenants and conditions including a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio.
There were borrowings under the Credit Agreement at December 31, 2025 or December 31, 2024.
| 13. | Asset retirement obligations and environmental reserves |
The Batesville plant generates hazardous and non-hazardous wastes, the treatment, storage, transportation, and disposal of which are regulated by various governmental agencies. In addition, the Batesville plant may be required to incur costs for environmental and closure and post-closure costs under the Resource Conservation and Recovery Act. The Company’s liability for asset retirement obligations and environmental contingencies was $
| 14. | Lease commitments and purchase obligations |
The Company leased railcars under multi-year arrangements primarily for delivery of feedstock and biodiesel within its biofuels segment. The lease fees were fixed with no option to purchase and no upfront fees or residual value guarantees. All railcar leases were direct, and no subleases existed. These leases expired on December 31, 2024.
Following are supplemental income statement and cash flow information related to leases.
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Operating lease expense | $ | $ | $ | |||||||||
| Short-term lease expense | $ | $ | $ | |||||||||
| Cash paid for operating leases | $ | $ | $ | |||||||||
| Weighted average discount rate, per annum | N/A | N/A | % | |||||||||
On December 31, 2025 and 2024, there were right of use assets reported on the balance sheet.
During the year ended December 31, 2025, the Company entered into a supply agreement with a third party that obligates the third party to construct a nitrogen plant to be used solely by the Company. The third party is also obligated to make certain capital improvements during the term of the agreement. The Company is obligated to provide and maintain related infrastructure and utilities and pay a monthly fee. The arrangement for the use of the nitrogen plant meets the definition of a lease under Topic 842, as the Company will receive all output associated with it. Based on terms outlined in the agreement, the Company expects the lease with an estimated amount of $
Purchase obligations
The Company has entered into contracts for the purchase of goods and services including contracts for feedstocks for biodiesel, expansion of the Company’s specialty chemicals segment, and related infrastructure with less than one-year terms.
The Company holds two non-cancelable obligations for enterprise resource planning and software maintenance with payment obligations as of December 31, 2025 presented as follows.
| Less than 1 year | $ | |||
| 1-3 years | ||||
| 4-5 years | ||||
| Total | $ |
| 15. | Income taxES |
The Company prospectively adopted ASU No. 2023-09 (see Note 2 for further details) which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional disclosure on income taxes paid.
The following table summarizes the income (or loss) before income tax (or benefit) and the income tax (or benefit) from continuing operations for the years ended:
| 2025 | 2024 | 2023 | ||||||||||
| Income before taxes - U.S. | $ | ( | ) | $ | $ | |||||||
| Income tax provision: | ||||||||||||
| Federal | ||||||||||||
| Current | ||||||||||||
| Deferred | ( | ) | ||||||||||
| State and other | ||||||||||||
| Current | ||||||||||||
| Deferred | ||||||||||||
| Total | $ | $ | $ | |||||||||
The following table reconciles the income tax provision (benefit) to the U.S. federal statutory rate for the year ended December 31, 2025.
| 2025 | ||||||||
| Amount | % | |||||||
| U.S. federal income tax at the statutory tax rate | $ | ( | ) | % | ||||
| State and local income taxes, net of U.S. federal effect (a) | ( | ) | ||||||
| Tax credits: | ||||||||
| Research credit | ( | ) | ||||||
| Change in valuation allowance | ( | ) | ||||||
| Nontaxable or nondeductible items: | ||||||||
| CFPC | ( | ) | ||||||
| Other | ( | ) | ||||||
| Other Adjustments: | ||||||||
| Expiration of federal capital loss carryforward | ( | ) | ||||||
| Other | ( | ) | ||||||
| Income tax provision | $ | ( | )% | |||||
(a) The Company is subject to taxation in the U.S. federal jurisdiction and various state jurisdictions. The significant driver of the state and local income tax expense, net of federal benefit, is primarily attributable to operations in Arkansas (greater than 50%).
Differences between the income tax provision (benefit) computed using the U.S. federal statutory income tax rate were as follows:
| 2024 | 2023 | |||||||
| Amount computed using the statutory rate of 21% for 2024, 2023, and 2022 | % | % | ||||||
| Agri-biodiesel production credit | ( | ) | ( | ) | ||||
| Federal BTC benefit | ( | ) | ( | ) | ||||
| State BTC benefit | ( | ) | ( | ) | ||||
| Credit for increasing research activities | ( | ) | ( | ) | ||||
| Dividends received deduction | ( | ) | ||||||
| Capital loss carryforward expirations | ||||||||
| State income taxes, net | ||||||||
| State rate change and other deferred adjustments | ( | ) | ||||||
| State loss carryforward expirations | ||||||||
| Valuation allowance for deferred tax assets | ||||||||
| Other | ||||||||
| Income tax provision (benefit) | % | % | ||||||
The income tax provision in 2025 was $
The Company's effective tax rate for 2025 reflects the positive effect of the CFPC, new in 2025, and the Small Agri-biodiesel Producer Tax Credit that was reinstated with the Budget Reconciliation Act of 2025 and extended through December 31, 2026.
The Company’s effective tax rates for the years 2024, and 2023 reflect the positive effect of the BTC and Small Agri-biodiesel Producer Tax Credit. Based on technical guidance from the Internal Revenue Service, the Company excluded the portion of the BTC not used to satisfy excise tax liabilities from income.
The significant components of deferred tax assets and liabilities were as follows as of December 31:
| 2025 | 2024 | |||||||
| Deferred tax assets | ||||||||
| Compensation | $ | $ | ||||||
| Inventory reserves | ||||||||
| Self-insurance | ||||||||
| Asset retirement obligation | ||||||||
| Deferred revenue | ||||||||
| Federal net operating loss carryforwards | ||||||||
| State net operating loss carryforwards | ||||||||
| Accrued expenses | ||||||||
| Stock based compensation | ||||||||
| Federal credit carryforwards | ||||||||
| State credit carryforwards | ||||||||
| Research & development costs | ||||||||
| Derivative instruments | ||||||||
| Capital loss and charitable contribution carryforwards | ||||||||
| Other | ||||||||
| Subtotal deferred tax assets | ||||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
| LIFO inventory | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
The Company’s federal net operating loss carryforwards at December 31, 2025 do not expire and can be carried forward indefinitely. Utilization of these carryforwards is limited to
Federal tax credit carryforwards at December 31, 2025 include the Small Agri-biodiesel Producer Credit and Credit for Increasing Research generated in years 2019 through 2025 and expiring in 2039 through 2045. State credit carryforwards comprise Arkansas In-house Research Credits generated in 2019 through 2020 and expiring in 2028 through 2029.
Capital loss and charitable contribution carryforwards were generated in 2020 through 2025 and will expire in 2026 through 2030.
A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the recoverability of its deferred tax assets, the Company evaluates available positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use of the existing deferred tax assets in each taxing jurisdiction. In making this determination, the Company considers positive evidence in the form of projections of future taxable income, reversing temporary differences, and tax planning strategies. In years in which the Company has experienced objective negative evidence in the form of three cumulative years of tax losses, the Company no longer uses taxable income projections to overcome the presumption of losses and deferred tax asset valuations are computed taking into account tax planning strategies and the reversing net deferred tax liability from temporary differences as sources of income.
As of December 31, 2025, the Company determined that its deferred tax liabilities would not be sufficient to support its deferred tax assets and recorded a valuation allowance of $
There are no unrecognized tax positions as of December 31, 2025, 2024, or 2023.
The Company records interest expense (income) and penalties, net, as a component of income tax provision (benefit) and had accrued interest and penalties of $
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and with various state jurisdictions. In general, the Company is subject to U.S., state, and local examinations by tax authorities from 2022 forward.
The following table presents income taxes paid (net of refunds) for the year ending December 31, 2025:
| Jurisdiction | 2025 | |||
| Federal | $ | |||
| State of Iowa | ( | ) | ||
| State of New York | ||||
| State of Tennessee | ||||
| Total | $ | |||
| 16. | Earnings per share |
In the years ended December 31, 2025, 2024 and 2023, the Company used the treasury method in computing earnings per share as all shares with participating security holders had vested.
The Company has outstanding restricted stock units (“RSUs”) issued in 2024, for
Basic and diluted earnings per common share were computed as follows:
| Years ended December 31: | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Numerator: | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | |||||||
| Denominator: | ||||||||||||
| Weighted average shares outstanding – basic | ||||||||||||
| Effect of dilutive securities: | ||||||||||||
| Stock options | - | |||||||||||
| Weighted average shares outstanding – diluted | ||||||||||||
| Basic earnings per share | $ | ( | ) | $ | $ | |||||||
| Diluted earnings per share | $ | ( | ) | $ | $ | |||||||
The effect of incremental shares from the unvested RSUs and options to purchase the Company's common stock were not included in the calculation of EPS for the year ended December 31, 2025, as their inclusion would be anti-dilutive due to the reported net loss. Certain options to purchase the Company’s common stock were not included in the computation of diluted earnings per share for the years ended December 31, 2024, and 2023 because they were anti-dilutive in the period. The weighted number of options excluded was
| 17. | Stock-based compensation |
The Board of Directors of the Company adopted an omnibus incentive plan which was approved by the shareholders of the Company at its 2017 annual shareholder meeting (the “Incentive Plan”). The purpose of the plan is to:
| ● | Encourage ownership in the Company by key personnel whose long-term employment with or engagement by the Company or its subsidiaries is considered essential to its continued progress and, thereby, encourage recipients to act in the Company’s shareholders’ interests and share in its success; | |
| ● | Encourage such persons to remain in the Company’s employ or in the employ of its subsidiaries; and | |
| ● | Provide incentives to persons who are not the Company employees to promote the Company’s success. |
The Incentive Plan authorizes the Company to issue stock options (including incentive stock options and nonqualified stock options), common stock awards, and stock appreciation rights. Eligible participants in the plan include: (i) members of the Company’s board of directors and its executive officers; (ii) regular, active employees of the Company and any of its subsidiaries; and (iii) persons engaged by the Company or any of its subsidiaries to render services to the Company or its subsidiaries as an advisor or consultant.
Awards under the Incentive Plan are limited to shares of the Company’s common stock, which may be shares acquired by the Company, including shares purchased in the open market, or authorized but un-issued shares. Awards are limited to
The Incentive Plan became effective upon its approval by the Company’s shareholders on September 7, 2017 and continues in effect for a term of years thereafter unless amended and extended by the Company or unless otherwise terminated.
The Company recognizes compensation expense in its financial statements for common stock-based options, stock units, and stock awards based upon the grant-date fair value over the requisite service period.
In 2025, the Company issued the following awards under the Incentive Plan:
| ● | In April 2025, the Company granted | |
| ● | In November 2025, the Company granted a total of |
| ● | In December 2025, the Company granted a total of |
In 2024, the Company issued the following awards under the Incentive Plan:
| ● | Pursuant to his employment agreement, the Company granted CEO Roeland Polet |
| ● | In December 2024, the Company granted a total of |
| ● | During 2024, the Company granted a total of |
In 2023, the Company did make any grants under the Incentive Plan.
There were
The assumptions used in the determination of the fair value of the options granted are provided in the following table:
| 2025 | 2024 | 2023 | ||||||||||
| Assumptions | Options | Options | Options | |||||||||
| Expected volatility rate | % | % | N/A | |||||||||
| Expected dividend yield | | % | % | N/A | ||||||||
| Risk-free interest rate | % | % | N/A | |||||||||
| Expected forfeiture rate | % | % | N/A | |||||||||
| Expected term in years | N/A | |||||||||||
The volatility rate for the options granted in 2025 and 2024 were derived from the historical stock price volatility of the Company’s common stock over the same time period as the expected term of each stock option award. The volatility rate is derived by a mathematical formula using the daily closing stock price data over the expected term.
The expected dividend yield is calculated using the Company’s expected dividend amount at the date of the option grant over the expected term divided by the fair market value of the Company’s common stock.
Forfeitures for RSU grants are recognized as they occur.
For the years ended December 31, 2025, 2024 and 2023, total share-based compensation totaled $
A summary of the activity of the Company’s stock options for the period beginning January 1, 2023, and ending December 31, 2025 is presented below.
| Weighted | ||||||||
| Average | ||||||||
| Options | Exercise Price | |||||||
| Outstanding at January 1, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Canceled, forfeited, or expired | ( | ) | ||||||
| Outstanding at December 31, 2023 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Canceled, forfeited, or expired | ( | ) | ||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Canceled, forfeited, or expired | ( | ) | ||||||
| Outstanding at December 31, 2025 | ||||||||
There were
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Weighted | ||||||||||||||||||||||
| Number | Average | Weighted | Number | Weighted | ||||||||||||||||||
| Outstanding at | Remaining | Average | Exercisable at | Average | ||||||||||||||||||
| Exercise | December 31, | Contractual | Exercise | December 31, | Exercise | |||||||||||||||||
| Price | 2025 | Life | Price | 2025 | Price | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
The aggregate intrinsic value of total options outstanding and exercisable was $
| 18. | Stockholders’ equity |
St. Albans Global Management, LLC (“St. Albans”), an entity affiliated with Mr. P. A. Novelly II, a member of the board, is entitled to demand that the Company register under the Securities Act of 1933, as amended, the resale of all shares of the Company’s common stock beneficially owned by it. If St. Albans exercises its registration rights with respect to all
Dividends payable at December 31, 2025 was $
| 19. | Employee benefit plans |
Defined contribution savings plan
The Company currently offers its employees a company 401(k) matching savings plan, which covers substantially all employees. Under this plan, the Company matches the amount of eligible employees’ contributions, subject to specified limits, up to
| 20. | Related party transactions |
The Company enters into transactions with companies affiliated with or controlled by a director or significant stockholder. Revenues, expenses, accounts receivable, prepaid amounts, and unpaid amounts related to these transactions are captured on the consolidated financial statements as related party line items. These related party transactions are summarized in the following table and further described below.
Related party balance sheet accounts
| 2025 | 2024 | |||||||
| Accounts payable | ||||||||
| Travel and administrative services and other | | | ||||||
| Total accounts payable |
|
| ||||||
Related party income statement accounts
| Years ended December 31: | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenues | ||||||||||||
| Biodiesel, petrodiesel, blends and other petroleum products | $ | $ | $ | |||||||||
| Total revenues | $ | $ | $ | |||||||||
| Cost of goods sold | ||||||||||||
| Biodiesel, petrodiesel, blends, and other petroleum products | $ | $ | $ | |||||||||
| Natural gas purchases | ( | ) | ||||||||||
| Total cost of goods sold | $ | $ | $ | ( | ) | |||||||
| Distribution | ||||||||||||
| Distribution and related services | $ | $ | $ | |||||||||
| Total distribution | $ | $ | $ | |||||||||
| Selling, general and administrative expenses | ||||||||||||
| Commodity trading advisory fees | $ | $ | $ | |||||||||
| Travel and administrative services | ||||||||||||
| Income tax, consulting services and other | ||||||||||||
| Total selling, general, and administrative expenses | $ | $ | $ | |||||||||
Biodiesel, petrodiesel, blends, and other petroleum products
The Company enters into agreements to buy and sell biofuels (biodiesel, petrodiesel, biodiesel/petrodiesel blends, RINs, and biodiesel production byproducts) with an affiliate from time to time. Such agreements are priced at the then-current market price of the product as determined from bids from other customers and/or market pricing services. Cost of goods sold related to these sales includes variable costs and allocated fixed costs. The revenue amounts presented in the table above result when the Company sells biodiesel, petrodiesel, blends, and other petroleum products to a related party regardless of who the material was purchased from. Likewise, cost of goods sold amounts result when biodiesel, petrodiesel, blends, and other petroleum products are purchased from a related party regardless of who the material was sold to.
Natural gas purchases
The Company uses natural gas to generate steam for its manufacturing process and to support certain of its air and waste treatment utilities. The Company terminated this agreement in 2021; however, the settlement for the underlying natural gas was finalized in 2023.
Distribution and related services
The Company leases oil storage capacity from an affiliate under a storage and throughput agreement. This agreement provides for the storage of biodiesel, diesel or biodiesel/petrodiesel blends, methanol, and biodiesel feedstocks in above-ground storage tankage at designated facilities of the affiliate. Expenses related to this agreement include monthly lease charges, generally on a per-barrel basis, and associated heating, throughput, and other customary terminalling charges. This agreement was terminated October 31, 2025.
Commodity trading advisory fees
The Company entered into a commodity trading advisory agreement with an affiliate. Pursuant to the terms of this agreement, the affiliate provides advice to the Company concerning the purchase, sale, exchange, conversion, and/or hedging of commodities as requested from time to time.
Travel and administrative services
The Company reimburses an affiliate for legal, trading, travel and other administrative services incurred on its behalf. Such reimbursement is performed at cost with the affiliate realizing no profit on the transaction.
Income tax and consulting services
An affiliate provides professional services to the Company, primarily around income tax preparation and consulting. The Company also receives certain finance and accounting expertise from this affiliate as requested. Expenses related to these services comprise an agreed quarterly fee plus reimbursement of expenses, at cost and are reported as selling, general, and administrative expenses. These services ended December 31, 2025.
| 21. | Segment information
|
The Company has reportable segments organized along similar product lines – chemicals and biofuels. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2. The chief operating decision maker (“CODM”) is Roeland Polet, the chief executive officer. The CODM reviews the significant components for each of our segments. The CODM evaluates the performance of each reportable segment and decides how to allocate resources based on segment gross profit (loss) which includes the revenue and expenses that are directly attributable to management of each segment. The CODM uses segment gross profit (loss) to assess the income generated by each reportable segment and to decide which reportable segment to reinvest profits or pay dividends. Segment gross profit (loss) is also used to analyze performance against the budget and the Company’s competitors.
Chemicals
The Company’s chemicals segment manufactures diversified chemical products that are sold to third party customers. This segment comprises product groups: “custom manufacturing” (manufacturing chemicals for specific customers) and “performance chemicals” (multi-customer specialty chemicals). Included in this segment is warehouse lease rental revenue from a warehouse that was originally acquired for chemical storage.
Biofuels
The Company’s biofuels segment manufactures and markets biodiesel. Biodiesel revenues are generated through the sale of biodiesel to customers through the Company’s distribution network at the Batesville plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks. Results of the Biofuels segment also reflect the sale of biodiesel blends with petrodiesel, petrodiesel with no biodiesel added, RINs, biodiesel production byproducts, and revenue and profits from Legacy Regional Transport.
Summary of business by segment
| For the Year Ended December 31, 2025 | ||||||||||||
| Chemical | Biofuel | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of goods sold | ||||||||||||
| Distribution | ||||||||||||
| Segment gross profit (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Reconciliation of Segment gross profit (loss) to Net Income before income taxes: | ||||||||||||
| Selling, general, and administrative expenses | $ | |||||||||||
| Research and development expenses | ||||||||||||
| Other income, net | ( | ) | ||||||||||
| Net (loss) before income taxes | $ | ( | ) | |||||||||
| For the Year Ended December 31, 2024 | ||||||||||||
| Chemical | Biofuel | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of goods sold | ||||||||||||
| Distribution | ||||||||||||
| Segment gross profit (loss) | $ | $ | ( | ) | $ | |||||||
| Reconciliation of Segment gross profit (loss) to Net Income before income taxes: | ||||||||||||
| Selling, general, and administrative expenses | $ | |||||||||||
| Research and development expenses | ||||||||||||
| Other income, net | ( | ) | ||||||||||
| Net income before income taxes | $ | |||||||||||
| For the Year Ended December 31, 2023 | ||||||||||||
| Chemical | Biofuel | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of goods sold | ||||||||||||
| Distribution | ||||||||||||
| Segment gross profit | $ | $ | $ | |||||||||
| Reconciliation of Segment gross profit (loss) to Net Income before income taxes: | ||||||||||||
| Selling, general, and administrative expenses | $ | |||||||||||
| Research and development expenses | ||||||||||||
| Other expense, net | ( | ) | ||||||||||
| Net income before income taxes | $ | |||||||||||
Depreciation is allocated to segment cost of goods sold based on plant usage. Total assets and capital expenditures of the Company have not been allocated to individual segments as large portions of these assets are shared to varying degrees by each segment, causing such an allocation to be of little value.
| 22. | Legal proceedings |
The Company is not a party to, nor is any of its property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to its business. However, from time to time, the Company may be a party to, or a target of, lawsuits, claims, investigations, and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which the Company expects to be handled and defended in the ordinary course of business. While the Company is unable to predict the outcome of any matters currently pending, the Company does not believe that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows. However, adverse developments could negatively impact earnings or cash flows in future periods.
During the year ended December 31, 2024, the Company resolved a prior-year legal dispute which resulted in a cash payment of $
| 23. | Subsequent event |
The Company evaluated subsequent events that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss significant subsequent events which have occurred, except as disclosed below.
On January 27, 2026, the Company experienced an extended downtime of the plant due to the extreme freezing temperatures of Winter Storm Fern. As of February 25, 2026, all but one continuous process was restarted.
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 9A. |
Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and our principal financial officer have concluded that these disclosure controls and procedures as of December 31, 2025 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, a registered public accounting firm, which expressed an unqualified opinion as stated in their report, a copy of which is included below.
Changes in Internal Control Over Financial Reporting
For the fiscal quarter ended December 31, 2025, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly in all material respects our consolidated financial position, results of operations and cash flows for the period presented.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
FutureFuel Corp.
Opinion on the Internal Control Over Financial Reporting
We have audited the internal control over financial reporting of FutureFuel Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, the internal control over financial reporting of FutureFuel Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
March 16, 2026
Changes in Internal Control Over Financial Reporting
We did not make any changes in our internal control over financial reporting as a result of our evaluation that occurred during the fiscal quarter ended December 31, 2025.
| Item 9B. | Other Information. |
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
None.
PART III
Unless otherwise stated, all dollar amounts are in thousands.
| Item 10. |
Directors, Executive Officers, and Corporate Governance. |
Identification of Directors
Our directors are as follows:
| Name |
Age |
Director Since |
Term Expires |
|||||||||
| Roeland Polet, Chairman (a) |
63 | 2025 | 2028 | |||||||||
| Donald C. Bedell |
84 | 2008 | 2028 | |||||||||
| Paul M. Manheim |
77 | 2011 | 2026 | |||||||||
| Dale E. Cole |
77 | 2015 | 2027 | |||||||||
| P. A. Novelly, II |
58 | 2022 | 2026 | |||||||||
| Ron J. Kruszewski |
67 | 2022 | 2028 | |||||||||
| G Bruce Greer |
65 | 2024 | 2027 | |||||||||
| Richard P. Rowe |
65 | 2024 | 2026 | |||||||||
| Pamela R. Butcher (b) |
68 | 2025 | 2027 | |||||||||
| (a) |
Mr. Bedell stepped down as Chairman of the Board and Mr. Polet was appointed to the Board of Directors and as the Chairman of the Board effective December 4, 2025. |
| (b) | Ms. Butcher was appointed to the Board of Directors on April 3, 2025. |
There is no arrangement or understanding between any of the above directors and any other person pursuant to which such person was or is to be selected as a director.
Identification of Executive Officers
Our executive officers are as follows:
| Officer |
||||||||||
| Name |
Position |
Age |
Since |
|||||||
| Roeland Polet |
Chief Executive Officer |
63 | 2024 | |||||||
| Rose M. Sparks |
Principal Financial Officer and Chief Financial Officer |
59 | 2012 | |||||||
| Kyle Gaither |
Chief Operations Officer |
58 | 2023 | |||||||
There is no other arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.
Family Relationships
There are no family relationships between any of our executive officers and directors.
Business Experience
Donald C. Bedell has been a member of our board since 2008 and served as Chairman of the board from December 2023 to December 2025. Mr. Bedell is chairman of the board of privately held Castle Partners and its affiliates, based in Sikeston, Missouri, which operate over 35 skilled nursing, health care, pharmaceutical, hospice, and therapy facilities throughout Missouri and other states. Mr. Bedell is a director of First Community Bank of Batesville, Arkansas and is a member of the executive committee of such bank and its holding company. He is also a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.
Our board believes that Mr. Bedell’s experience, knowledge, skills, and expertise acquired as the chairman at Castle Partners, including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board. Additionally, Mr. Bedell’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
Paul M. Manheim has served on our board since 2011. Mr. Manheim is currently a non-executive director of HAL Real Estate Inc., which develops and owns a portfolio of real estate in the Pacific Northwest consisting of multi-family, office, and mixed-use assets. He was the president and chief executive officer of HAL Real Estate Inc. until September 2005. HAL Real Estate Inc. is a subsidiary of HAL Holding N.V. Mr. Manheim joined Holland America Line, N.V., the predecessor of HAL Holding N.V., an international holding company traded on the Amsterdam Stock Exchange, in 1982 and filled various positions in the financial and corporate development areas. June 2005 to 2014, Mr. Manheim was the chairman of the board of Shanghai Red Star Optical Company, which owned a portfolio of optical retail outlets in China and was affiliated with Europe’s largest optical retailer. Mr. Manheim has served as a director and chairman of the audit committee of World Point Terminals, Inc. and its predecessor since 2009. He is also a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States. Mr. Manheim received a bachelor of commerce degree with honors from the University of New South Wales, Australia, and qualified as a Chartered Accountant in 1976.
Our board believes that Mr. Manheim’s experience, knowledge, skills, and expertise acquired as the president and chief executive officer at HAL Real Estate Inc., including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board. Additionally, Mr. Manheim’s service and experience as a director for other boards, strengthens the governance and functioning of our board. Finally, Mr. Manheim’s experience as the chairman of the audit committee of WPT GP, LLC and his experience as a chartered accountant add significant value to our board and the Company.
Dale E. Cole has served on our board since 2015 and is a graduate of the University of Texas at Austin with an undergraduate degree in business and finance and the Graduate School of Banking at Louisiana State University. Mr. Cole’s career in banking began in 1974 with Texas Bank and Trust Company in Dallas, TX. He then worked with First National Bank in Marshal, TX, and became President of Banc Texas McKinney in McKinney, TX in 1983. In 1988, Mr. Cole became Chairman and CEO of Worthen Banking Corporation, with two banks in Batesville and Newark, AR. Mr. Cole founded First Community Bank in 1997. He currently serves as Chairman and CEO of First Community Bank and its holding company. Mr. Cole previously served on the Board of Trustees of the Barret School of Banking in Memphis, TN, the Board of Visitors of the University of Arkansas Community College in Batesville, AR, the Board of the Chamber of Commerce, Economic Development Foundation in Batesville, AR, Lyon College Advisory Counsel, and the board of White River Medical Center in Batesville, AR. Mr. Cole previously served on the board of Lyon College in Batesville. As of December 31, 2025, First Community Bank had 33 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of over $2.9 billion.
Mr. Cole’s extensive career in banking built in him a strong foundation in business, regulatory environments, and corporate governance. Having served on numerous committees throughout his career, including compensation, trust, executive, asset/liability, investment, and many others, Mr. Cole’s well-rounded experience and exposure in banking and regulatory environments will strengthen the governance function of our board. Additionally, Mr. Cole’s service and experience as chairman for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board and the Company.
Paul A. Novelly II has served on our board since July 2022. He serves as the Chief Executive Officer of Apex Holding Co. and its subsidiary Apex Oil Company, Inc., a privately held company based in St. Louis, Missouri, which together with its affiliates is engaged in trading, storage, marketing, and transportation of petroleum products, including the operation of liquid terminal facilities in the Midwest and Eastern United States. He has been a registered broker at Stifel, Nicolaus & Co., Inc. since 2005. Mr. Novelly II is the chief executive officer of Apex Holding Co. and the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC, a family investment company. He is also the owner and president of St. Albans Construction Company, which serves the needs of the luxury custom home buyers. He also serves as a director of Apex Oil Company Charitable Foundation, since 2020, and World Point Terminals, Inc., since 2022.
Our board believes that Mr. Novelly’s experience, knowledge, skills, and expertise, including experience acquired in management of various companies, and his knowledge of the Company and its business along with his extensive experience as a broker with national securities firms in evaluating public companies and their financial reports, add significant value to our board and the Company.
Ronald J. Kruszewski has served on our board since July 2022. He is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp. and its principal subsidiary, Stifel, Nicolaus & Company, Incorporated. He joined the firm as Chief Executive Officer in 1997 and was named Chairman in 2001. Mr. Kruszewski is the current Chairman of the American Securities Association (ASA) and serves on the Board of Directors of the Securities Industry and Financial Markets Association (SIFMA). From 2014 through 2019, he served on the Federal Advisory Council of the St. Louis Federal Reserve Board of Directors. Additionally, he serves on the Board of Trustees for both Saint Louis University and the U.S. Ski and Snowboard Team Foundation.
Active in community affairs, Mr. Kruszewski serves as a member of the Chair’s Council for Greater St. Louis Inc. He is also the past Chairman of the Board of Directors of Downtown STL, Inc. and past non‐executive Chairman of the Board of Directors of Angelica Corporation. In addition, he is a member of the St. Louis Chapter of the World Presidents’ Organization, and under Mr. Kruszewski’s leadership, Stifel became a member of the World Economic Forum in 2023. In 2019, Mr. Kruszewski won the Horatio Alger Award and was selected for membership in the Horatio Alger Association of Distinguished Americans, which honors individuals who have overcome adversity to achieve success and who have demonstrated commitment to higher education and charitable endeavors.
Our board believes that Mr. Kruszewski’s extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of public companies’ day-to-day operations and strategy add significant value to our board and the Company.
G. Bruce Greer has served on our board since March 2024 and as our Lead Independent Director since December 2025. Mr. Greer has served as President of GBGJR Advisors, an advisory firm providing strategic advice to chemical companies, private equity firms and consulting firms, since April 2017. Mr. Greer served as Vice President of Strategic Planning and IT at Olin Corporation (“Olin”) for 12 years. Prior to joining Olin, Mr. Greer spent nine years as a Vice President of Solutia, a public company spin off of The Monsanto Company, heading R&D, Commercial and Corporate Development, Strategy, M&A and running several businesses and was President of Pharma Services, and four years as a Vice President of Gemini Consulting and Services in Europe and the US, a global consulting firm with a focus on chemicals. He was a Vice President/Senior Director of Monsanto, working for the Chairman and at G D Searle. Mr. Greer was Chairman of the Board of Directors of Flexsys America L.P. Mr. Greer spent a year as a Senior Associate at Arthur Andersen LLP where his work focused on cost accounting and chemicals. He was an Assistant Professor at Northwestern University from 1988 through 1991 and served in the U.S. Navy.
Our board believes that Mr. Greer's extensive managerial and leadership experience in the chemical industry add significant value to our board and the Company.
Richard P. Rowe has served on our board since August 2024. Mr. Rowe has served as President of RPR Global Solutions, LLC, an advisory firm that provides advisory services to companies in the specialty chemicals and materials industries, since February 2022. After serving in various leadership positions for over 20 years at Arkema, S.A., a multi-national manufacturer of specialty materials and chemicals, Mr. Rowe served as President and Chief Executive Officer of Arkema Inc., a North American subsidiary of Arkema S.A., from July 2015 through November 2021, and served on the boards of various subsidiaries of Arkema S.A., such as Arkema Mexico Arkema Canada, and Bostik Inc., and Arkema joint ventures such as Arkema-Yoshitomi (Japan), Nitta-Findley (Japan), and Seki-Arkema (Korea). Mr. Rowe chaired the Global Fluorochemical Producers Forum and served on the American Chemistry Council Board as well as its Responsible Care and Sustainability committees for more than six years. Mr. Rowe serves as Vice President of Pediatric Pharmaceuticals and also as Vice President of Club Longboat Beach & Tennis.
Our board believes that Mr. Rowe's extensive managerial and leadership experience in the chemical industry adds significant value to our board and the Company.
Pamela R. Butcher has served on our board since April 3, 2025. Ms. Butcher has served as a director on the boards of publicly traded and privately held companies and has extensive business management and marketing experience in the chemical industry. Currently, she is a member of the board of directors of J.M. Huber Corporation and Pilot Chemical Corp. (“Pilot”), since 2022 and 2016, respectively. Previously, Ms. Butcher served as a member of the boards of directors of Arch Resources, Inc. (now Core Natural Resources, Inc.) from 2023 to 2025, PDC Energy, Inc. from 2022 to 2023, Gruden Topco Holdings LP/Quality Distribution Inc. from 2016 to 2021, and Trecora Resources from 2016 to 2022. Ms. Butcher was Chief Executive Officer, President, and Chief Operating Officer of Pilot from 2010 to 2021. From 1980 to 2009, Ms. Butcher worked at The Dow Chemical Company (now Dow Inc.), serving as General Manager Adhesives and Sealants, Vice President Corporate Marketing and Sales, President of Hampshire Chemical Company, and Vice President and Portfolio Manager Specialty Chemicals during her tenure. Ms. Butcher earned a Bachelor of Science in Agronomy and a Masters of Science from Purdue University at West Lafayette. Ms. Butcher is or has been a board member of various other organizations, including the American Cleaning Institute, the Ohio Association of Manufacturers’, the Board of Trustees of the Chemical Education Foundation, and as a member of the National Association of Corporate Directors.
Our board believes that Ms. Butcher’s extensive managerial and leadership experience in the chemical industry adds significant value to our board and the Company.
Roeland Polet joined the Company as our Chief Executive Officer September 2024. Effective December 4, 2025, Mr. Polet was appointed to the Board of Directors and as the Chairman of the Board. Mr. Polet served as the Chief Executive Officer, DSM Materials Businesses, for Koninklijke DSM N.V., a Dutch multinational corporation headquartered in Heerlen, Netherlands and publicly traded company with ordinary shares listed on the NYSE Euronext stock exchange in Amsterdam (“DSM”). He served in such role from 2019 to 2023 and also served in other senior leadership roles for DSM from 2015 to 2022, including President and Chief Executive Officer, Protective Materials, and President and Chief Executive Officer, Engineering Materials. At DSM, Mr. Polet demonstrated broad product and end-market experience with respect to chemicals and other materials and implemented significant growth, talent, operational and commercial excellence initiatives. Prior to his service at DSM, Mr. Polet served in senior leadership roles at Valspar Corporation, Celanese Corporation and Carbolite Foods, Inc. Mr. Polet has extensive global business experience including in the United States, Asia and Europe. Mr. Polet received a bachelor of arts, economics, from State University of New York at Buffalo.
Our board believes that Mr. Polet's extensive experience in the chemical industry, including his managerial and leadership experience, adds significant value to our board and the Company.
Rose M. Sparks served on our board from 2019 to July 2024. Mrs. Sparks has been our principal financial officer and treasurer and principal accounting officer since 2012 and our chief financial officer since 2013. Prior to 2013, Mrs. Sparks served as the controller of FutureFuel Chemical Company since its acquisition in 2006 and has 34 years of leadership, business, and accounting experience at the Batesville facility. Prior to our acquisition of FutureFuel Chemical Company, Mrs. Sparks worked for Eastman Chemical as controller at the Batesville plant. Mrs. Sparks graduated from Arkansas College (now Lyon College) with a BS in accounting and is a certified public accountant with inactive status.
Our board believes that Mrs. Sparks’ experience, knowledge, skills, and expertise acquired as controller of FutureFuel Chemical Company, and her knowledge of our operations and business strategies gained over her years of service in that role, as well as experience as a certified public accountant, add significant value to the Company.
Kyle Gaither was appointed as our Chief Operations Officer in February 2023. Prior to this appointment, Mr. Gaither served as General Manager since January 2018. Mr. Gaither has worked for FutureFuel Chemical Company and its predecessor, Eastman Chemical Company, and Eastman Kodak Company, for over 34 years in various leadership and engineering roles. He has spent the majority of his career in manufacturing and manufacturing support which has allowed him to gain a great working knowledge of the Company’s manufacturing operations and capabilities. Mr. Gaither received a BS degree in Chemical Engineering from the University of Arkansas and holds a Professional Engineer license. Our board believes that Mr. Gaither’s experience, knowledge, skills, and expertise acquired through his years of working in manufacturing for FutureFuel Chemical Company and its predecessors add significant value to the Company.
Involvement in Legal Proceedings
None of our directors or executive officers were involved within the past ten years in any matter described in Item 401(f) of Regulation S-K.
Code of Business Conduct and Ethics
We adopted a code of business conduct and ethics that applies to all of our employees and the employees of our subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance. We will provide any person, without charge, a copy of such code of business conduct and ethics upon request to FutureFuel Corp., 2800 Gap Road, Batesville, Arkansas 72501, attention: Investor Relations.
Nominating/Corporate Governance Committee
Our board established a Nominating/Corporate Governance Committee and adopted a charter for such committee. A copy of this nominating/corporate governance committee charter is posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance. The nominating/corporate governance committee charter contains procedures for Company shareholders to submit recommendations for nomination to our board. The nominating/corporate governance committee charter was attached as an exhibit to our Form 10 Registration Statement filed with the SEC on April 24, 2007 and was last updated on July 16, 2015. The current members of the Nominating/Corporate Governance Committee are as follows:
Pamela R. Butcher (Chair)
Dale E. Cole
Paul M. Manheim
Audit Committee
We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and have adopted an audit committee charter. A copy of this audit committee charter has been posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance. The current members of the Audit Committee are as follows:
Paul M. Manheim (Chair)
G Bruce Greer
Richard P. Rowe
Audit Committee Expert
Our board of directors determined that each member of our Audit Committee is an audit committee financial expert. Each such member of our Audit Committee is independent, as independence for audit committee members is defined in the listing standards applicable to us.
Insider Trading Policies
Our board insider trading policies governing the purchase and sale of securities by our directors, officers, and employees and those of our subsidiaries. A copy of this insider trading policy is attached as Exhibit 19.1 to this Annual Report on Form 10-K and has also been posted on our website and may be accessed at https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Insider_Trading_Policy.pdf.
| Item 11. |
Executive Compensation. |
General
Our board of directors has established a Compensation Committee. The Compensation Committee’s responsibilities include, among other things, determining our policy on remuneration to the Company’s officers and directors and the executive officers and directors of FutureFuel Chemical Company. In 2025, we paid salaries, bonuses, and other forms of compensation to the Company's officers and the officers of FutureFuel Chemical Company as described below.
The Company determined for 2025 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as employees of the Company (in their capacities as such). Executive officer compensation will be monitored during 2026 and set or adjusted as the Compensation Committee and the board deems appropriate.
Compensation Discussion and Analysis
The objectives of our compensation program are to provide a competitive compensation package that rewards sustained financial and operating performance that creates long-term value for our shareholders. Our compensation programs are intended to meet the goals of attracting and retaining qualified personnel; motivating these individuals to achieve short-term and long-term corporate goals without undue risk-taking and to promote equity among executive officer positions, while considering external competitiveness and differences in job responsibilities.
The elements of our compensation program include base salary, bonuses, certain equity awards to our CEO, certain other compensation to our CEO in the form of a jet card, and certain retirement, insurance, and other benefits generally available to all employees. In addition, in 2017, our board adopted the Incentive Plan which was approved by our shareholders at our 2017 annual meeting. The Incentive Plan provides equity-based compensation to our executive officers and our directors. Our Compensation Committee, and the Company generally, makes decisions with respect to each compensation element paid or payable to our personnel on an individual-by-individual basis and does not necessarily take into account decisions made with respect to other elements of compensation that may be paid to such individual. The overall goal of our compensation program, however, is to achieve the goals described above.
Cash Salaries and Bonuses
The Company and Mr. Polet have entered into an employment agreement dated August 16, 2024 (the “Employment Agreement”). The Employment Agreement provides for, among other things, an annual base salary of $500 and a target annual bonus equal to 50% his annual base salary, subject to performance conditions established from time to time by the Compensation Committee. No other executive officer is party to an employment agreement with the Company.
Bonuses for Mr. Polet, Mrs. Sparks Mr. Gaither, and other members of lead management of FutureFuel Chemical Company were determined in January 2026 based on the final Company performance for 2025. Those bonuses were approved by the Compensation Committee of our Board based on company financial results and personal performance goals established in January of 2025. For the year 2025, we established a bonus pool for the other employees of our subsidiary, FutureFuel Chemical Company. The total bonus target amount was determined by the Compensation Committee in consultation with the CEO. Eligible FutureFuel Chemical Company employees hired prior to January 1, 2025 received bonuses of approximately 40 hours of pay at their normal hourly rate. Employees hired in 2025 received a prorated or reduced amount based on their months of service. Such bonus distributions were designed to be sufficient compensation for the services rendered, competitive with market rates for similar services, and sufficient to motivate these individuals to aid in our achievement of short-term and long-term corporate goals.
Incentive Plan
Our board of directors adopted the Incentive Plan, which was approved by our shareholders at our 2017 annual shareholder meeting. The purpose of the Incentive Plan is to:
| ● |
Encourage ownership in us by key personnel whose long-term employment with or engagement by us or our subsidiaries (including FutureFuel Chemical Company) is considered essential to our continued progress and, thereby, encourage recipients to act in our shareholders’ interests and share in our success; |
|
| ● |
Encourage such persons to remain in our employ or in the employ of our subsidiaries; and |
|
| ● |
Provide incentives to persons who are not our employees to promote our success. |
The Incentive Plan authorizes us to issue stock options (including incentive stock options and non-qualified stock options), stock awards, and stock appreciation rights. As of December 31, 2025, we have issued or awarded 94,000 options to purchase shares of our common stock, 760,079 restricted stock units (“RSUs”) and 101,514 shares of restricted stock, in each case under the Incentive Plan. The Employment Agreement for Mr. Polet provided for the issuance of the 750,000 RSUs to him, vesting in five equal installments on each anniversary of the award date and subject to the other terms and conditions of the Incentive Plan and an award agreement entered into by the Company and Mr. Polet. See Note 17 to our consolidated financial statements for a detailed discussion of 2025 stock-based compensation awards. Historically, the Company has not regularly issued equity awards under the Incentive Plan and therefore has not had a determined schedule for award issuance. However, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Eligible participants in the Incentive Plan include (i) members of our board of directors and our executive officers; (ii) regular, active employees of us or of any of our subsidiaries; and (iii) persons engaged by us or by any of our subsidiaries to render services to us or our subsidiaries as an advisor or consultant.
Awards under the Incentive Plan are limited to shares of our common stock, which may be shares reacquired by us, including shares purchased in the open market, or authorized but unissued shares. Awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate, or 4,310,167 shares, as of the date of the adoption of the Incentive Plan. Taking into account the prior grants of stock options and stock awards under the Incentive Plan, 4,386,351 shares are available to be issued under the Incentive Plan as of December 31, 2025.
The Incentive Plan is administered by: (i) our board, (ii) a committee of our board appointed for that purpose; or (iii) if no such committee is appointed, our board’s Compensation Committee (in any case, the “Administrator”). The Administrator may appoint agents to assist it in administering the Incentive Plan. The Administrator may delegate to one or more individuals the day-to-day administration of the Incentive Plan and any of the functions assigned to the Administrator in the Incentive Plan. Such delegation may be revoked at any time. All decisions, determinations, and interpretations by the Administrator regarding the Incentive Plan and the terms and conditions of any award granted thereunder will be final and binding on all participants.
The Incentive Plan became effective upon its approval by our shareholders and will continue in effect for a term of ten years thereafter unless amended and extended by us or unless earlier terminated. The individuals and number of persons who may be selected to participate in the plan in the future is at the discretion of the Administrator and, therefore, are not determinable at this time. Likewise, the number of stock options, stock awards and stock appreciation rights that will be granted to eligible participants pursuant to the plan are not determinable at this time.
The Administrator may grant a stock option or provide for the grant of a stock option either from time to time in the discretion of the Administrator or automatically upon the occurrence of events specified by the Administrator, including the achievement of performance goals or the satisfaction of an event or condition within the control of the participant or within the control of others. Each option agreement must contain provisions regarding (i) the number of shares of common stock that may be issued upon exercise of the option; (ii) the type of option; (iii) the exercise price of the shares and the means of payment for the shares; (iv) the term of the option; (v) such terms and conditions on the vesting or exercisability of the option as may be determined from time to time by the Administrator; (vi) restrictions on the transfer of the option and forfeiture provisions; and (vii) such further terms and conditions not inconsistent with the plan as may be determined from time to time by the Administrator. Unless otherwise specifically determined by the Administrator or otherwise set forth in the Incentive Plan, the vesting of an option will occur only while the participant is employed or rendering services to us or one of our subsidiaries, and all vesting will cease upon a participant’s termination of employment for any reason.
The Administrator may grant annual performance vested options. Performance will be tied to annual cash flow targets (our consolidated income plus depreciation plus amortization) in amounts to be determined. Annual performance vested options will vest 25% for each year that the annual cash flow target is achieved (with provisions for subsequent year catch-ups). Neither our management nor our Compensation Committee, however, has through the year ended December 31, 2025 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested. Rather, through 2025, all grants were made in the discretion of our Compensation Committee based upon their authority under the Incentive Plan.
The Administrator may grant cumulative performance vested options. Performance will be tied to cumulative cash flow in amounts to be determined for periods to be determined.
The Administrator may issue other options based upon the following performance criteria either individually, alternatively, or in any combination, applied to either us as a whole or to a business unit, subsidiary, or business segment, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings) ; (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average shareholders’ equity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) overhead or other expense reduction; (xix) growth in shareholder value relative to the moving average of the S&P 500 Index or a peer group index; (xx) strategic plan development and implementation; and (xxi) any other similar criteria.
Such options will vest and expire (including on a pro rata basis) on such terms as may be determined by the Administrator from time to time consistent with the terms of the Incentive Plan.
The Administrator may award shares of our common stock to participants. The grant, issuance, retention, or vesting of each stock award may be subject to such performance criteria and level of achievement versus these criteria as the Administrator determines, which criteria may be based on financial performance, personal performance evaluations, or completion of service by the participant. Unless otherwise provided for by the Administrator, upon the participant’s termination of employment other than due to death or retirement, the unvested portions of the stock award and the shares of our common stock subject thereto will generally be forfeited. Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to death or retirement, all outstanding stock awards will continue to vest provided certain conditions to be determined are met. Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to his death, a portion of each outstanding stock award granted to such participant will immediately vest and all forfeiture provisions and repurchase rights will lapse as to a prorated number of shares of common stock determined by dividing the number of whole months since the grant date by the number of whole months between the grant date and the date that the stock award would have fully vested.
The Administrator may grant stock appreciation rights either alone or in conjunction with other awards. The Administrator will determine the number of shares of common stock to be subject to each award of stock appreciation rights. The award of stock appreciation rights will not be exercisable for at least six months after the date of grant except as the Administrator may otherwise determine in the event of death, disability, retirement, or voluntary termination of employment of the participant. Except as otherwise provided by the Administrator, the award of stock appreciation rights will not be exercisable unless the person exercising the award of stock appreciation rights has been at all times during the period beginning with the date of the grant thereof and ending on the date of such exercise, employed by or otherwise performing services for us or one of our subsidiaries.
In the event there is a change in control of the Company, as determined by our board, our board may, in its discretion: (i) provide for the assumption or substitution of, or adjustment to, each outstanding award; (ii) accelerate the vesting of awards and terminate any restrictions on cash awards or stock awards; and (iii) provide for the cancellation of awards for a cash payment to the participant.
Federal Income Tax Consequences of the Incentive Plan
Upon the exercise of a non-qualified stock option, a participant in the Incentive Plan will realize income in the year of exercise equal to the difference between the exercise price and the value of the shares acquired, and we may deduct an amount equal to the income recognized by the participant, subject to the limits under applicable laws. We will not receive a tax deduction at the time of a grant or exercise of an incentive stock option, and no income is recognized by a participant when an incentive stock option is granted or exercised. When an incentive stock option is exercised, the difference between fair market value at the date of exercise and the exercise price will be an item of adjustment for purposes of calculating the participant’s alternative minimum tax for the year of exercise.
If the shares of our common stock acquired upon exercise of an incentive stock option are disposed of after the later of two years from the date of option grant or one year after the transfer of the shares to the participant (the “holding period”), any gain or loss upon disposition of the shares will be treated for federal income tax purposes as long-term capital gain or loss, as the case may be. A disposition includes a sale, exchange, gift or other transfer of legal title. In general, a participant’s basis in the shares of our common stock received upon exercise of an incentive option will be the exercise price paid by him or her for the shares. If the option shares are disposed before the expiration of the holding period, all or part of any gain will be characterized as ordinary income depending upon the relative amount of the sale price of the shares as compared with the exercise price of the shares. The amount of ordinary income realized by an employee in a sale or exchange for which a loss would be recognized is limited to the excess of the amount realized on the sale or exchange over the stock’s adjusted basis.
Upon issuance of a restricted stock award, a participant in the Incentive Plan will not recognize income in the year of grant but will, absent a Section 83(b) election, receive taxable income in the year which the shares' restrictions lapse equal to the market value of the stock on the lapse date. We will receive a corresponding tax deduction when the participant recognizes taxable income.
Ordinary income received on account of a disposition of shares within the holding period will be taxable as additional compensation, and we may treat that income as a deductible expense for federal income tax purposes.
Retirement Benefits
We adopted a 401(k) plan for FutureFuel Chemical Company which is generally available to all of its employees.
Life Insurance and Other Employee Benefits
Our executive officers generally participate in employee welfare plans (life insurance, medical insurance, disability insurance, vacation pay, and the like) maintained by FutureFuel Chemical Company for all of its employees.
Mr. Polet is permitted to use a Company-owned jet card that provides for his use of certain chartered flights. In the event Mr. Polet’s use of the jet card subjects him to additional personal income tax, the Company has agreed to gross up Mr. Polet’s compensation to account for such additional tax.
The Compensation Committee
Our Compensation Committee currently consists of Dale E. Cole (Chair), Pamela R. Butcher, and Paul E. Manheim. Each of these individuals is an “independent director” under the rules of the NYSE, a “Non-Employee Director” within the meaning of Section 16 of the Exchange Act, and an “outside director” within the meaning of §162(m) of the Internal Revenue Code of 1986, as amended. During 2025, Mr. Bedell and Terrance C.Z. Egger, who retired as a member of our board effective as of the 2025 Annual Meeting and did not stand for re-election at the Annual Meeting, also served on the Compensation Committee.
Recommendations from Management
Our chairman and chief executive officer make recommendations to the Compensation Committee regarding salaries and bonuses for executive officers, as well as awards under the Incentive Plan. The Compensation Committee takes these recommendations into consideration in approving all such salaries, bonuses, and awards.
Summary Compensation Table
Our executive officers were paid the following compensation for the three-year period ended December 31, 2025.
Summary Compensation Table
(Dollars in thousands)
| Stock |
Option |
All Other |
||||||||||||||||||||||||
| Person |
Year |
Salary |
Bonus |
Awards (f) |
Awards |
Compensation (g) |
Total |
|||||||||||||||||||
| Roeland Polet (a), (b) |
2025 |
$ | 499 | $ | - | $ | - | $ | - | $ | 32 | $ | 531 | |||||||||||||
| Chief Executive Officer |
2024 |
143 | 41 | 4,911 | - | 9 | 5,104 | |||||||||||||||||||
| Rose M. Sparks (a), (c) |
2025 |
351 | 16 | 17 | - | 2 | 386 | |||||||||||||||||||
| Chief Financial Officer, principal financial officer, and treasurer, |
2024 |
317 | 52 | - | - | 61 | 430 | |||||||||||||||||||
| FutureFuel Corp. and FutureFuel Chemical Company |
2023 |
280 | 152 | - | - | 128 | 560 | |||||||||||||||||||
| Charles Lyon (a), (d) |
2025 |
90 | - | - | - | 362 | 452 | |||||||||||||||||||
| Chief Commercial Officer FutureFuel Corp. |
2024 |
283 | 52 | - | - | 51 | 386 | |||||||||||||||||||
| 2023 |
271 | 149 | - | - | 45 | 465 | ||||||||||||||||||||
| Kyle Gaither (a), (e) |
2025 |
258 | 21 | 17 | - | 2 | 298 | |||||||||||||||||||
| Chief Operations Officer |
2024 |
258 | 52 | - | - | 29 | 339 | |||||||||||||||||||
| FutureFuel Corp. |
2023 |
248 | 145 | - | - | 24 | 417 | |||||||||||||||||||
| (a) |
Executive officers of FutureFuel Chemical Company for the years indicated. |
| (b) |
Mr. Polet was appointed Chief Executive Officer effective September 3, 2024. Mr. Polet was issued 750,000 RSUs that vest annually on the anniversary date. These RSUs and related dividends had an intrinsic value of $4,519 and $392, respectively. |
| (c) |
For Mrs. Sparks, all other compensation includes director fees of $35 and $105 in 2024 and 2023, respectively. Mrs. Sparks resigned from the board of directors in July 2024. |
| (d) |
Mr. Lyon and the Company agreed to terminate his employment effective as of March 31, 2025. |
| (e) |
Mr. Gaither was appointed Chief Operations Officer effective February 9, 2023. |
| (f) |
Represents the grant date valuation of the awards under ASC Topic 718 Stock Compensation. Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements included elsewhere herein. |
| (g) |
Represents the grant date valuation of the awards under ASC Topic 718, Stock Compensation. Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements included elsewhere herein. |
|
| (h) | Includes contributions (including accrued contributions) to vested and unvested defined contribution plans, apartment benefits for Mr. Polet and Mr. Lyon, jet card benefit for Mr. Polet, automobile benefits for Mr. Lyon, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person. The above amounts do not include travel expenses reimbursed pursuant to Company policy. For 2025, the value of all other compensation not a perquisite or personal benefit in excess of $10 was for 401(k) match and the 2024 401(k) true-up for $0 to Mr. Polet, $11 to Mrs. Sparks, $12 to Mr. Lyon, and $9 to Mr. Gaither. |
Grants of Plan-Based Awards
In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement. The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024. The total expense of the award was valued at $4,911 at the grant date inclusive of dividends. The RSUs were estimated at $4,519 and will be recognized as compensation expense over the vesting period. The compensation expense recorded in 2025 and 2024 was $1,092 and $392, respectively. The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings and an increase in additional paid in capital.
In 2025, the Company issued 5,012 shares of restricted stock to each of Ms. Sparks and Mr. Gaither. The awards vest 33% each year over a three-year period.
Outstanding Equity Awards at Fiscal Year-End
| Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exerciseable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Options (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards; Number of unearned RSUs That Have Not Vested | Equity Incentive Plan Awards: Market Value of Number of Unearned RSUs That Have Not Vested $ | |||||||||||||||||||||
| Roeland Polet (a) |
N/A | N/A | N/A | N/A | N/A | 649,240 | $ | 2,071 | ||||||||||||||||||||
| Rose M. Sparks |
N/A | N/A | N/A | N/A | N/A | 5,012 | $ | 16 | ||||||||||||||||||||
| Kyle Gaither |
N/A | N/A | N/A | N/A | N/A | 5,012 | $ | 16 | ||||||||||||||||||||
(a) In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement. The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024. The market value is based on the closing market price of the Company’s stock on December 31, 2025.
Option Exercises and Stock Vested
No previously issued options were exercised by our executive officers in 2025. No previously issued stock awards vested in 2025.
Potential Payments upon Termination or Change in Control
Pursuant to the Employment Agreement, upon a termination of Mr. Polet’s employment without “cause” or by the executive for “good reason,” he is entitled to receive, among other things, a payment equal to: (i) 12 months’ base salary and (ii) his target annual bonus, paid in equal installments over the 12-month period following termination and execution of a release of claims. Based on Mr. Polet’s base salary and target annual bonus payment in effect as of December 31, 2025, such payment would be equal to $750,000 if Mr. Polet had been terminated as of such date. Mr. Polet is not entitled to any payment upon a change in control unless he is terminated under the circumstances described above. Upon termination of his employment or a change in control, Mr. Polet is not entitled to the acceleration of any equity award that he has received to date.
Compensation of Directors
For the first quarter of 2025, our non-employee director compensation program consisted of the following: directors received an annual fee of $50, prorated if their service was for less than the full year. Committee heads received an additional $25 (chairman of the board), $20 (audit committee chairman), or $10 (other committee chairmen), on an annual basis, again prorated if serving as committee chairman for less than the full year. The Compensation Committee also approved the payment to our non-employee directors of $5 for each board meeting and $2.5 for each committee meeting, whether attended in person or telephonically.
Effective April 1, 2025, the Compensation Committee and the board modified our non-employee director compensation program to provide for an annual fee of $47.5, prorated if their service was for less than the full year. Committee heads received an additional $30 (chairman of the board), $15 (audit committee chairman), $10 (compensation committee chairman), or $7.5 (other committee chairmen), on an annual basis, again prorated if serving as committee chairman for less than the full year. The Compensation Committee also approved the payment to our non-employee directors of $2.5 for each committee meeting, whether attended in person or telephonically. Each non-employee director receives an annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant on the date of the Company’s annual meeting of stockholders. Upon the appointment of a new director to the Board, such director receives a grant of options to purchase up to 10,000 shares of the Company’s Common Stock pursuant and subject to the terms and conditions of the Incentive Plan.
The following was the compensation paid to our non-employee directors for 2025. Mr. Polet, as our Chief Executive Officer, does not receive compensation for his service as chairman of the board or as a member of the board.
Summary Compensation of Directors Table
(Dollars in thousands)
| Change in |
|||||||||||||||||||||
| Pension Value |
|||||||||||||||||||||
| and Non-Qualified |
|||||||||||||||||||||
| Fees Earned |
Non-Equity |
Deferred |
|||||||||||||||||||
| or Paid in |
Stock |
Option |
Incentive Plan |
Compensation |
All Other |
||||||||||||||||
| Cash |
Awards |
Awards |
Compensation |
Earnings |
Compensation |
Total |
|||||||||||||||
| Director |
($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||
| Donald C. Bedell (d) |
128.5 | 16.3 | 0 | 0 | 0 | 0 | 144.8 | ||||||||||||||
| Paul M. Manheim (d) |
135.6 | 16.3 | 0 | 0 | 0 | 0 | 151.9 | ||||||||||||||
| Dale E. Cole (d) |
124.4 | 16.3 | 0 | 0 | 0 | 0 | 140.7 | ||||||||||||||
| Terrance C.Z. Egger (a)(d) |
105.7 | 0 | 0 | 0 | 0 | 0 | 105.7 | ||||||||||||||
| P.A. Novelly, II (b)(d) |
66.9 | 16.3 | 0 | 0 | 0 | 0 | 83.2 | ||||||||||||||
| Ron J. Kruszewski (d) |
66.9 | 16.3 | 0 | 0 | 0 | 0 | 83.2 | ||||||||||||||
| G Bruce Greer (d) |
89.4 | 16.3 | 0 | 0 | 0 | 0 | 105.7 | ||||||||||||||
| Richard P. Rowe (d) |
89.4 | 16.3 |
0 | 0 | 0 | 0 | 105.7 | ||||||||||||||
| Pamela R. Butcher (d) |
46.6 | 16.3 | 9.5 | 0 | 0 | 0 | 72.4 |
| (a) |
Mr. Egger retired from the Board of Directors effective as of November 11, 2025. |
|
| (b) | Director fees were designated to be paid to a charitable organization by P.A. Novelly, II in the amount of $66.9. | |
| (c) | Ms. Butcher was appointed to the Board of Directors on April 3, 2025. | |
| (d) | In November 2025, we granted annual stock awards of 5,000 restricted shares to each member of the Board of Directors pursuant to the Incentive Plan. The restricted shares vest in four equal installments beginning March 31, 2026 and ending on November 18, 2026. |
In December 2025, the compensation committee reviewed the compensation structure and recommended to the board, which the board approved, a modification to the structure to provide for an annual $20 to be paid to any Lead Independent Director then serving and to provide for an annual grant of options to purchase up to 10,000 shares of the Company’s Common Stock pursuant and subject to the terms and conditions of the Incentive Plan, to be issued as of the close of business two business days following the filing of the Company’s Annual Report on Form 10-K.
The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2025, with respect to our directors.
| Option Awards |
Stock Awards |
||||||||||||||||||||||||
| Equity |
Equity |
||||||||||||||||||||||||
| Incentive |
Incentive |
||||||||||||||||||||||||
| Plan |
Plan Awards: |
||||||||||||||||||||||||
| Equity |
Market |
Awards: |
Market or |
||||||||||||||||||||||
| Incentive |
Number |
Value of |
Number of |
Payout Value |
|||||||||||||||||||||
| Plan Awards: |
of Shares |
Shares |
Unearned |
of Unearned |
|||||||||||||||||||||
| Number of |
Number |
Number of |
or Units |
or Units |
Shares, Units |
Shares, Units |
|||||||||||||||||||
| Securities |
of Securities |
Securities |
of Stock |
of Stock |
or Other |
or Other |
|||||||||||||||||||
| Underlying |
Underlying |
Unexercised |
Option |
That |
That |
Rights That |
Rights That |
||||||||||||||||||
| Unexercised |
Unexercised |
Unearned |
Exercise |
Option |
Have Not |
Have Not |
Have Not |
Have Not |
|||||||||||||||||
| Options (#) |
Options (#) |
Options |
Price |
Expiration |
Vested |
Vested |
Vested |
Vested |
|||||||||||||||||
| Name |
Exercisable |
Unexercisable |
(#) |
($) | Date |
(#) |
($) | (#) |
($) | ||||||||||||||||
| P.A. Novelly, II (a)(b) |
10,000 | 0 | 0 | 7.18 | 8/1/2027 |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Ron J. Kruszewski (a)(b) |
10,000 | 0 | 0 | 7.18 | 8/1/2027 |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| G Bruce Greer (a)(b) |
10,000 | 0 | 0 | 7.55 | 3/18/2029 |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Richard P. Rowe (a)(b) |
10,000 | 0 | 0 | 5.73 | 8/13/2029 |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Pamela R. Butcher (a)(b) |
10,000 | 0 | 0 | 3.96 | 4/3/2030 |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Paul M. Manheim (b) |
0 | 0 | 0 | - | - |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Dale E. Cole (b) |
0 | 0 | 0 | - | - |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| Donald C. Bedell (b) |
0 | 0 | 0 | - | - |
0 | 0 | 5,000 | 16.3 | ||||||||||||||||
| (a) |
In April 2025, August 2024, March 2024 and August 2022, we granted a total of 10,000, 10,000, 10,000 and 20,000, respectively, stock options to our new board members. The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for the Company’s common stock as of the grant date as reported by the New York Stock Exchange. The options awarded vested immediately and expire on April 3, 2030, August 13, 2029, March 18, 2029 and August 1, 2027, respectively. See Note 17 to our consolidated financial statements for a discussion of the Company’s plan-based awards. |
|
| (b) | In November 2025, we granted annual stock awards of 5,000 restricted shares to each member of the Board of Directors pursuant to the Incentive Plan. The restricted shares vest in four equal installments beginning March 31, 2026 and ending November 18, 2026. |
Compensation Committee Interlocks and Insider Participation
The members of our Compensation Committee during 2025 were Donald C. Bedell, Terrance C.Z. Egger, Paul M. Manheim, Pamela R. Butcher and Dale E. Cole. The committee was chaired by Mr. Cole. Mr. Bedell resigned from the Compensation Committee in June 2025 and was replace by Ms. Butcher. Mr. Egger retired from the board of directors and the Compensation Committee as of November 2025. None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2025 (other than the payment of directors’ fees and other compensation, as noted above, solely in their capacity as directors).
Mr. Novelly, II, Mr. Bedell, and Mr. Manheim (chair of the Audit Committee) are directors of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States. World Point Terminals, Inc. does not have a separate compensation committee.
Compensation Committee Report
The Compensation Committee of our board has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on this review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Dale E. Cole (Chair), Paul M. Manheim, and Pamela R. Butcher
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
Our board of directors adopted the Incentive Plan which was approved by our shareholders at our 2017 annual shareholder meeting. We do not have any other equity compensation plans or individual equity compensation arrangement. Under the Incentive Plan, awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate. The shares to be issued under the Incentive Plan were registered with the SEC on a Form S-8 filed on November 9, 2017. Through December 31, 2025, we have issued options to purchase 94,000 shares of our common stock, of which options to purchase 50,000 shares remain issued and outstanding, but have awarded no shares to participants under the Incentive Plan. The following additional information regarding the Incentive Plan is as of December 31, 2025.
| Plan Category |
Number of securities to be issued upon exercise of outstanding units, options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs reflected in column (a)) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by security holders |
850,393 | $ | 6.32 | 3,456,008 | ||||||||
Security Ownership of Certain Beneficial Owners
As of the date of this report, 43,863,507 shares of our common stock are issued and outstanding, and we have no other securities issued and outstanding. The shares of common stock are our only voting securities issued and outstanding. The following table sets forth the number and percentage of shares of common stock owned by all persons known by us to be the beneficial owners of more than 5% of shares of our common stock as of February 25, 2026.
| Amount of |
Percent of |
|||||||
| Beneficial |
Common |
|||||||
| Name and Address of Beneficial Owner |
Ownership |
Stock |
||||||
| Paul Anthony Novelly II (a) |
17,475,100 | 39.9 | % | |||||
| 8235 Forsyth Blvd., 4th Floor |
||||||||
| Clayton, MO 63105 |
||||||||
| (a) |
Includes 17,085,100 shares of common stock held by St. Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co. Mr. Novelly II is the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC and the chief executive officer of Apex Holding Co., and thereby has voting and investment power over such shares and may be deemed to share beneficial ownership. Also includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan. |
Security Ownership of Management
The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this report by each of our directors and executive officers and the executive officers of FutureFuel Chemical Company. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them and none of such shares have been pledged as security.
| Amount of |
Percent of |
|||||||
| Beneficial |
Common |
|||||||
| Name of Beneficial Owner |
Ownership |
Stock |
||||||
| Paul A. Novelly II (a) |
17,480,100 | 39.9 | % | |||||
| Roeland Polet (b) |
775,000 | 1.8 | % | |||||
| Ron J. Kruszewski (d) |
120,000 | * | ||||||
| Donald C. Bedell (c) |
119,975 | * | ||||||
| Paul M. Manheim |
29,103 | * | ||||||
| Rose M. Sparks |
24,295 | * | ||||||
| G Bruce Greer (d) |
20,000 | * | ||||||
| Richard P Rowe (d) |
20,000 | * | ||||||
| Pamela R. Butcher (d) |
15,000 | * | ||||||
| Dale E. Cole |
12,516 | * | ||||||
| Kyle Gaither |
6,173 | * | ||||||
| All directors and executive officers |
18,622,162 | 42.5 | % | |||||
*less than 1%
| (a) |
Includes 17,085,100 shares of common stock held by St. Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co. Mr. Novelly II is the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC, and the chief executive officer of Apex Holding Co. and thereby has voting and investment power over such shares and may be deemed to share beneficial ownership. Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded to Mr. Novelly II as director under the Incentive Plan. |
| (b) |
Includes 750,000 RSUs subject to certain vesting conditions, of which 95,478 RSUs have vested. |
| (c) |
Includes 2,500 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 2,553 shares of common stock owned by the Ashlyn Tate Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 2,500 shares of common stock owned by the Hailey Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 86,197 shares of our common stock held by the Africa Exempt Trust, of which Mr. Bedell is a beneficiary. Includes 200 shares of common stock owned by the Charlie Cash Bedell Trust, a trust established by Mr. Bedell for his grandson as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. |
| (d) |
Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan. |
Change in Control
We are not aware of any arrangement the operation of which may at a date subsequent to the date of this report result in a change of control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
From time to time, we may sell to Apex Oil Company, Inc. and/or its affiliates biofuels (including biodiesel) produced by us, and Apex Oil Company, Inc. and/or its affiliates may sell to us, or we may sell to them, diesel fuel, gasoline, natural gas, and other petroleum products in our biofuels business. Such sales will be at then posted prices for comparable products plus or minus applicable geographical differentials. We also may reimburse Apex Oil Company, Inc. for certain legal, trading and administrative services. The dollar amounts of such transactions and other related party transactions are detailed in Note 20 to our consolidated financial statements included elsewhere herein.
Review, Approval, or Ratification of Transactions with Related Persons
Any transaction in which we (or one of our subsidiaries) are a participant, the amount involved exceeds the lesser of $120 or 1% of our net income, total assets, or total capital, and in which any party related to us has or will have a direct or indirect material interest must be approved by a majority of the disinterested members of our board of directors as fair to us and our shareholders. This policy was adopted by our board on January 8, 2007 and amended on February 2, 2011, and can be found through the “Investors - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/). All of the agreements described above in this Item 13 and in Note 20 to our consolidated financial statements have been approved by a majority of the disinterested members of our board of directors.
In addition, we adopted a Code of Business Conduct and Ethics which sets forth legal and ethical standards of conduct for our directors, officers, and employees and the directors, officers, and employees of our subsidiaries. This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) the prompt internal reporting of violations of this Code to appropriate persons identified in this Code; and (v) accountability for adherence to this Code. This Code was adopted by our board on November 30, 2005 and was amended on February 3, 2011, January 1, 2016, and August 5, 2023, is in writing, and can be found through the “Investors - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/). Each of the transactions described above (under the caption “Transactions with Related Persons”) was undertaken in compliance with our Code of Business Conduct and Ethics and approved by a majority of the disinterested members of our board of directors.
Director Independence
The SEC has promulgated Rule 10A-3, which sets forth the independence requirements for members of an audit committee. The following members of our board of directors are independent under the SEC’s definitions of independence:
Donald C. Bedell
Paul M. Manheim
Dale E. Cole
Ron J. Kruszewski
G. Bruce Greer
Richard P. Rowe
Pamela R. Butcher
Each member of our board of directors’ Compensation, Audit, and Nominating/Corporate Governance Committees are comprised of directors who are independent under the definition of independence adopted by the NYSE.
Item 14. Principal Accountant Fees and Services.
Audit Fees
During fiscal 2025, we incurred $553,052 and $71,271 for audit and financial statement review services from Grant Thornton LLP and RSM US LLP, respectively. During fiscal 2024, we incurred $519,117 and $146,000 for audit and financial statement review services from Grant Thornton LLP and RSM US LLP, respectively.
Audit-Related Fees
During fiscal 2025 and 2024, we incurred $23,850 and $21,000, respectively, for employee benefit plan audit procedures from Grant Thornton LLP.
Tax Fees
During fiscal 2025 and 2024, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from Grant Thornton LLP or RSM US LLP.
All Other Fees
We did not incur any other fees for other services from Grant Thornton LLP and RSM US LLP during fiscal 2025 or fiscal 2024.
Pre-Approval Policies
Our Audit Committee approves the engagement of our independent auditors prior to their rendering audit or non-audit services and sets their compensation. Pursuant to SEC regulations, our Audit Committee approves all fees payable to the independent auditors for all routine and non-routine services provided. Our Audit Committee considers and approves the budget for the annual audit and financial statement review services prior to the initiation of the work. Non-routine services in the ordinary course of business, which are not prohibited under SEC regulation, such as tax planning, tax compliance, and other services are generally pre-approved on a case-by-case basis.
Percentage of Hours Expended
N/A
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| (a) |
List separately all financial statements filed as part of this report. |
| 1. |
FutureFuel Corp.’s audited consolidated Balance Sheets as at December 31, 2025 and 2024 and the related consolidated Statements of Operations, Statements of Changes in Stockholders’ Equity, and Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023. |
| (b) |
Exhibits required by Item 601 of Regulation S-K. |
| 3.1. |
Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit No. 3.3.f to Amendment No. 2 to Form 10 filed February 29, 2008) |
| 3.2. |
FutureFuel Corp.’s Bylaws (incorporated by reference to Exhibit No. 3.2.a to Form 10 filed April 24, 2007) |
| 4.1. |
Registration Rights Agreement dated July 12, 2006 among FutureFuel Corp., St. Albans Global Management, Limited Partnership, LLLP, Lee E. Mikles as Trustee of the Lee E. Mikles Gift Trust dated October 6, 1999, Lee E. Mikles as Trustee of the Lee E. Mikles Revocable Trust dated March 26, 1996, Douglas D. Hommert as Trustee of the Douglas D. Hommert Revocable Trust, Edwin A. Levy, Joe C. Leach, Mark R. Miller, RAS LLC, Edwin L. Wahl, Jeffery H. Call and Ken Fenton (incorporated by reference to Exhibit No. 4.5 to Form 10 filed April 24, 2007) |
| 4.2. |
Description of common stock (incorporated by reference to Exhibit No.4.2 to Form 10-K filed March 16, 2021). |
| 10.1. |
Registrar Agreement dated June 27, 2008 between FutureFuel Corp. and Computershare Investor Services (Channel Islands) Limited (incorporated by reference to Exhibit No. 10.2 to Form 10-K filed March 16, 2009) |
| 10.2. |
Storage and Thruput Agreement dated November 1, 2006 between FutureFuel Chemical Company and Center Point Terminal Company (incorporated by reference to Exhibit No. 10.4 to Form 10 filed April 24, 2007) |
| 10.3 |
Commodity Trading Advisor Agreement dated November 1, 2006 between FutureFuel Chemical Company and Apex Oil Company, Inc., as amended (incorporated by reference to Exhibit No. 10.5 to Form 10 filed April 24, 2007 and Exhibit No. 10.3 to Form 10-Q filed August 10, 2015) |
| 10.4 |
Service Agreement dated November 1, 2006 between FutureFuel Corp. and Pinnacle Consulting, Inc. (incorporated by reference to Exhibit No. 10.6 to Form 10 filed April 24, 2007) |
| 10.5 |
Time Sharing Agreement dated April 18, 2007 between Apex Oil Company, Inc. and FutureFuel Corp. (incorporated by reference to Exhibit No. 10.15 to Form 10 filed April 24, 2007) |
| 10.6* |
Omnibus Incentive Plan (incorporated by reference to Appendix A to Schedule 14A filed July 26,2017) |
| 10.7 |
Second Amended and Restated Credit Agreement dated as of February 21, 2025 by and among FutureFuel Corp. and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party there to, and Regions Bank, as administrative agent and collateral agent (incorporated by references to Exhibit No. 10.8 to Form 10-K filed March 31, 2025). |
| 10.8 |
First Amendment to Second Amended and Restated Credit Agreement dated as of July 25, 2025 by and among FutureFuel Corp. and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Regions Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit No 10.1 to Form 10-Q filed November 10, 2025). |
| 10.9 |
Second Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2025 by and among FutureFuel Corp. and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Regions Bank, as administrative agent and collateral agent. |
| 10.10* |
Form of Option Agreement (incorporated by reference to Exhibit No 10.2 to Form 10-Q filed August 8, 2022). |
| 10.11* |
Employment Agreement, dated August 16, 2024, by and between Roeland Polet and FutureFuel Corp. (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2024). |
| 10.12* |
Form of Restricted Stock Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025). |
| 10.13* |
Form of Stock Unit Award Agreement (Employee) (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025). |
| 19.1 |
FutureFuel Corp. Insider Trading Policy |
| 21 |
Subsidiaries of FutureFuel Corp. |
| 23.1 |
Consent of Grant Thornton LLP |
| 23.2 |
Consent of RSM US LLP |
| 31.1 |
Rule 13a-15(e)/15d-15(e) Certification of chief executive officer |
| 31.2 |
Rule 13a-15(e)/15d-15(e) Certification of principal financial officer |
| 32.1 |
Section 1350 Certification of chief executive officer and principal financial officer |
| 97.1 |
FutureFuel Corp. Clawback Policy |
| 101.1 |
Interactive Data Files** |
|
| 101.INS |
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL |
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement |
| ** |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
Item 16. Summary
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has elected not to include such summary information.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FUTUREFUEL CORP.
By: /s/ Rose M. Sparks
Rose M. Sparks, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Roeland Polet
Roeland Polet, Chief Executive Officer, Principal Executive Officer, Chairman and Director
By: /s/ Rose M. Sparks
Rose M. Sparks, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
/s/ Donald C. Bedell
Donald C. Bedell, Director
/s/ Paul M. Manheim
Paul M. Manheim, Director
/s/ Dale E. Cole
Dale E. Cole, Director
/s/ Ron J. Kruszewski
Ron J. Kruszewski, Director
/s/ P.A. Novelly, II
P.A. Novelly, II, Director
/s/ G Bruce Greer
G Bruce Greer, Director
/s/ Richard P. Rowe
Richard P. Rowe, Director
/s/ Pamela R. Butcher
Pamela R. Butcher, Director
Date: March 16, 2026
FAQ
What does FutureFuel Corp. (FF) do and where does it operate?
How is FutureFuel’s 2025 revenue split between chemicals and biofuels?
How much biodiesel did FutureFuel produce in 2025 compared to 2024?
How concentrated is FutureFuel’s customer base in 2025?
What key government programs affect FutureFuel’s biofuels business?
What environmental and sustainability measures does FutureFuel highlight?
What cybersecurity and AI-related risks does FutureFuel identify?
