Item 4.01. Changes in Registrant’s Certifying Accountant.
Gencor Industries, Inc., (the “Company”) was notified that Carr, Riggs & Ingram, L.L.C. (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). As a result, on January 27, 2026, the Board of Directors of the Company (the “Board”), upon recommendation by the Audit Committee of the Board of the Company (the “Committee”), dismissed BPB and appointed CRI to serve as the Company’s independent registered public accounting firm.
The audit reports of BPB on the Company’s consolidated financial statements for the fiscal years ended September 30, 2025 and September 30, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
BPB’s report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 contained an adverse opinion due to the existence of a material weakness in internal control over financial reporting related information technology general controls (“ITGC’s”), particularly such controls related to user access, program change management, and ineffective complementary user-organization controls, design, implementation, and operation of controls over key third party service provider System and Organizational Controls reports, controls over the period end close process, including the review and approval process of journal entries, account reconciliations, and segregation of duties, documentation and design of controls related to various key financial statement accounts and assertions, and risk assessment, control activities, information and communication, and monitoring components of the Company’s internal control framework, as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2024, filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2025 (the “2024 Form 10-K”). BPB’s report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 contained an adverse opinion due to the existence of a material weakness in internal control over information technology general controls (“ITGC’s”), particularly such controls related to user access, program change management, and ineffective complementary user-organization controls and risk assessment, control activities, information and communication, and monitoring components of the Company’s internal control framework, as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC on December 9, 2025 (the “2025 Form 10-K”).
During the fiscal years ended September 30, 2025 and 2024 and the subsequent interim period through January 27, 2026, there were no (i) “disagreements,” as described in Item 304(a)(1)(iv) of Regulation S-K, with BPB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BPB’s satisfaction, would have caused BPB to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years ended September 30, 2025 and 2024 or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K, except as previously disclosed in our Annual Reports on Form 10-K for the fiscal years ended September 30, 2025 and September 30, 2024. The Committee discussed the previously disclosed reportable events with BPB, and BPB has been authorized by the Company to respond fully to inquiries of CRI concerning this reportable event.
During the Company’s two most recent fiscal years ended September 30, 2025 and September 30, 2024 and the interim period through January 27, 2026 neither the Company nor anyone on its behalf consulted CRI regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by CRI that CRI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided to BPB a copy of the statements made in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is a letter from BPB to the Securities and Exchange Commission, dated January 28, 2026, stating that it agrees with these statements.
