Fuel Tech (NASDAQ: FTEK) adopts 2026 sales and FUEL CHEM officer commission plans

Rhea-AI Filing Summary

Fuel Tech, Inc. filed a current report describing compensation decisions made by the Board’s Compensation Committee on December 11, 2025. The Committee approved a 2026 APC and National Sales Manager Commission Plan and a 2026 FUEL CHEM® Officer Sales Commission Plan, which define commission structures for key sales and officer roles for 2026. These plans are provided as exhibits to the report, giving more detail on how variable pay will be calculated for these groups.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 11, 2025

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-33059
(Commission
File Number) 20-5657551
(IRS Employer
Identification No.)

Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500

(Address and telephone number of principal executive offices)

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	FTEK	NASDAQ Capital Market

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 provision:

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

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

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

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

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

On December 11, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Fuel Tech, Inc. (“Fuel Tech” or the “Company”) took the following actions:

1. The Committee adopted Fuel Tech’s 2026 APC and National Sales Manager Commission Plan (the “APC Plan”) and 2026 FUEL CHEM® Officer Sales Commission Plan (the “FUEL CHEM” Plan). Each of the APC Plan and the FUEL CHEM Plan provide for sales commission payments to be made to Fuel Tech’s Senior Vice President, Sales (William E. Cummings, Jr.).   Under the APC Plan, Fuel Tech will pay to its Senior Vice President, Sales a commission equal to a specified percentage of the as-sold contract value of all sales of products and services in Fuel Tech’s APC product line in the United States and Canada. The FUEL CHEM Plan provides for sales commission payments to be made to Fuel Tech’s Senior Vice President, Sales equal to a specified percentage of all net revenue realized for customer units located in the United States and Canada.   Copies of the APC Plan and the FUEL CHEM Plan are attached as Exhibits 99.1 and 99.2 to this Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	2026 APC and National Sales Manager Commission Plan
99.2	2026 FUEL CHEM®Officer Sales Commission Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

	Fuel Tech, Inc. (Registrant)
	By:	/s/ Bradley W. Johnson
		Bradley W. Johnson
Date: December 12, 2025		Vice President, General Counsel and Secretary

FAQ

What did Fuel Tech (FTEK) disclose in this 8-K filing?

Fuel Tech reported that its Board Compensation Committee approved a 2026 APC and National Sales Manager Commission Plan and a 2026 FUEL CHEM® Officer Sales Commission Plan on December 11, 2025.

Which compensation plans did Fuel Tech (FTEK) approve for 2026?

The company approved a 2026 APC and National Sales Manager Commission Plan and a 2026 FUEL CHEM® Officer Sales Commission Plan, both attached as exhibits.

Who authorized the 2026 commission plans at Fuel Tech (FTEK)?

The Compensation Committee of Fuel Tech’s Board of Directors authorized the 2026 commission plans on December 11, 2025.

Where can investors find details of Fuel Tech’s 2026 commission structures?

Detailed terms are contained in exhibit 99.1 (2026 APC and National Sales Manager Commission Plan) and exhibit 99.2 (2026 FUEL CHEM® Officer Sales Commission Plan).

Does this Fuel Tech (FTEK) 8-K include financial results or earnings data?

No, this report focuses on compensation plans for 2026 commissions and does not present financial results or earnings data.

Who signed the Fuel Tech (FTEK) 8-K related to the 2026 commission plans?

The report was signed on behalf of Fuel Tech by Bradley W. Johnson, Vice President, General Counsel and Secretary.