[8-K] FutureFuel Corp. Reports Material Event

Rhea-AI Filing Summary

FutureFuel Corp. disclosed that director Terrance C.Z. Egger will not stand for re-election and will retire from the Board at the 2025 annual meeting scheduled for November 11, 2025. Mr. Egger, who has served on the Board since 2015, served on the Audit Committee and chaired the Nominating/Corporate Governance Committee; his resignation was not due to any dispute with the Company or the Board. The Board approved reducing its size to eight members effective at the annual meeting. The company issued a press release on September 29, 2025 and included it as an exhibit to this report.

Positive

• Orderly transition: Mr. Egger's retirement is voluntary and explicitly stated as not due to any dispute with the company or the Board
• Transparent disclosure: Company filed the 8-K and issued a press release on September 29, 2025
• Board planning: Board approved a reduction to eight members, indicating a managed change in composition

Negative

• Loss of experience: Mr. Egger served since 2015 and chaired the Nominating/Corporate Governance Committee, which may create a near-term leadership gap
• Committee impact: His departure removes an Audit Committee member, potentially affecting committee continuity until replacements or reassignments are made

Insights

Financial Analyst

TL;DR: Board member retirement is routine and appears neutral for near-term financials but removes an experienced committee chair.

Mr. Egger's departure reduces experienced oversight on the Audit and Nominating/Corporate Governance committees, which could temporarily affect governance continuity. The board's decision to shrink to eight members suggests a planned, orderly transition rather than an abrupt vacancy. No disputes or financial impacts were disclosed, and no material transactions or changes to business strategy were reported.

Corporate Governance Expert

TL;DR: Governance change is significant for committee leadership but disclosed as non-contentious and managed by the Board.

Mr. Egger chaired the Nominating/Corporate Governance Committee and sat on the Audit Committee, roles that typically involve director selection and oversight of financial reporting processes. His planned retirement after a decade of service warrants attention to who will assume those committee responsibilities, but the filing states the resignation was voluntary and includes a press release, indicating transparent succession planning. No regulatory or dispute issues were noted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 17, 2025

FUTUREFUEL CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-52577	20-3340900
(Commission File Number)	(IRS Employer Identification No.)

2800 Gap Road,

Batesville, Arkansas 72501
(Address of Principal Executive Offices)

(314) 854-8352
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FF	NYSE

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

 Emerging growth company ☐

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

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Terrance C.Z. Egger, a member of the Board of Directors (the “Board”) of FutureFuel Corp. (the “Company”), has determined not to stand for re-election to the Board at the Company’s 2025 annual meeting, which is set for November 11, 2025 (the “Annual Meeting”), and to thereby retire from the Board effective as of the Annual Meeting. Prior to his resignation, Mr. Egger served on the Audit Committee of the Board and as chair of the Nominating/Corporate Governance Committee. Mr. Egger’s resignation was not the result of any dispute or disagreement with the Company or the Board. Mr. Egger had served on the Board of Directors since 2015. The Company thanks Mr. Egger for his dedicated service to the Company.

As a result of Mr. Egger’s decision, the Board has approved a reduction in the size of the Board to eight members to be effective as of the Annual Meeting.

On September 29, 2025, the Company issued a press release announcing, among other things, Mr. Egger’s determination not to stand for re-election at the Annual Meeting. A copy of such press release is provided as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibit

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release dated September 29, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	FUTUREFUEL CORP.
	By:	/s/ Rose M. Sparks
		Rose M. Sparks, Chief Financial Officer
	Date: September 29, 2025

FAQ

What did FutureFuel (FF) report in this 8-K?

The company reported that director Terrance C.Z. Egger will not stand for re-election and will retire at the annual meeting on November 11, 2025; the Board will reduce its size to eight members.

Was Mr. Egger's resignation due to a disagreement with FutureFuel (FF)?

No. The filing states Mr. Egger's resignation was not the result of any dispute or disagreement with the Company or the Board.

Which Board roles did Terrance C.Z. Egger hold at FutureFuel (FF)?

Mr. Egger served on the Audit Committee and was chair of the Nominating/Corporate Governance Committee.

When was the press release announcing the director's retirement issued?

The company issued a press release announcing the matter on September 29, 2025, which is included as Exhibit 99.1 to the report.

Will the Board size change at FutureFuel (FF)?

Yes. The Board approved reducing its size to eight members effective as of the 2025 annual meeting.