Gencor Industries (NYSE: GENC) faces NYSE American noncompliance after late Form 10‑Q

Rhea-AI Filing Summary

Gencor Industries, Inc. reported that it received a delinquency notification from NYSE Regulation because it did not file its Quarterly Report on Form 10‑Q for the period ended March 31, 2026 by the May 18, 2026 due date, including the Form 12b‑25 extension.

The company has six months from May 18, 2026 to regain compliance with NYSE American continued listing standards by filing the Form 10‑Q, and the exchange may, at its discretion, grant up to an additional six‑month extension or begin suspension and delisting proceedings at any time. Gencor says it currently expects to file within the initial six‑month period, but it cannot assure that this will occur, although the notice has no immediate effect on the listing or trading of its common stock.

Positive

• None.

Negative

• Gencor is noncompliant with NYSE American listing standards after failing to file its Form 10‑Q for the quarter ended March 31, 2026 by the May 18, 2026 deadline, creating a defined risk of potential suspension or delisting if the delay is not cured within the allowed timeframe.

Insights

Equity market and listing standards analyst

Late 10‑Q filing triggers NYSE American noncompliance status for Gencor.

Gencor Industries disclosed it missed the Form 10‑Q deadline for the quarter ended March 31, 2026, even after using a Form 12b‑25 extension. NYSE Regulation issued a delinquency notification, formally placing the company out of compliance with NYSE American continued listing standards.

The company has six months from the May 18, 2026 due date to file the Form 10‑Q and regain compliance, with a possible discretionary six‑month extension under Section 1007 of the NYSE American Company Guide. The notification does not immediately affect trading, but NYSE may commence suspension or delisting at any time if circumstances warrant.

Management states it currently expects to file the Form 10‑Q within the initial six‑month window, while explicitly cautioning there is no assurance this will happen. The situation centers on regulatory and reporting timeliness rather than operating results, and its resolution will depend on whether Gencor completes and files the delayed report within the allowed timeframe.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Quarter covered by delayed Form 10‑Q: Quarter ended March 31, 2026 Form 10‑Q due date: May 18, 2026 Initial cure period length: Six months +3 more

6 metrics

Quarter covered by delayed Form 10‑Q Quarter ended March 31, 2026 Period for the missing SEC quarterly report

Form 10‑Q due date May 18, 2026 SEC filing deadline including Form 12b‑25 extension

Initial cure period length Six months Time from May 18, 2026 to regain NYSE American compliance

Possible additional extension Up to six months Discretionary NYSE American extension beyond initial cure period

Notice receipt date May 19, 2026 Date Gencor received NYSE Regulation delinquency notification

Press release date June 1, 2026 Date of public press release regarding delinquency notification

Key Terms

continued listing standards, Delinquency Notification, Section 1007 of the NYSE American Company Guide, Regulation FD Disclosure, +1 more

5 terms

continued listing standards regulatory

"is not in compliance with NYSE American LLC’s (“NYSE American”) continued listing standards"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

Delinquency Notification regulatory

"it received a filing delinquency notification (the “Delinquency Notification”) from the NYSE Regulation"

Section 1007 of the NYSE American Company Guide regulatory

"subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide"

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements financial

"may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-05-19 2026-05-19

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: May 19, 2026

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11703		59-0933147
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5201 North Orange Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)

(407) 290-6000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($.10 Par Value)		GENC		NYSE American LLC

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

Emerging growth company ☐

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 19, 2026, Gencor Industries, Inc. (the “Company”) received a notice (the “Delinquency Notification”) from NYSE Regulation (the “NYSE”) indicating the Company was not in compliance with the NYSE American LLC (“NYSE American”) continued listing standards as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (“SEC”) prior to May 18, 2026, the end of the extension period provided by Form 12b-25, and as a result was subject to the procedures set forth in Section 1007 of the NYSE American Company Guide.

The NYSE informed the Company that, under the rules of the NYSE American, the Company had an initial six-month period from the Form 10-Q filing due date of May 18, 2026, to regain compliance with the NYSE American listing standards by filing the Form 10-Q and any subsequently delayed filings with the SEC.

The NYSE further noted that, if the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the Company’s specific circumstances. The Delinquency Notification also provides that the NYSE may nevertheless commence suspension and delisting proceedings at any time if it deems that the circumstances warrant.

The Company currently expects to file the Form 10-Q within the six-month period granted by the Delinquency Notification; however, there can be no assurance that the Form 10-Q will be filed within such period.

Item 7.01. Regulation FD Disclosure.

A press release, dated June 1, 2026, disclosing the Company’s receipt of the Delinquency Notification referenced above is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Caution Concerning Forward Looking Statements - This Current Report on Form 8-K and our other communications and statements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company’s control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements.

For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Current Report on Form 8-K. The Company does not undertake to update any forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Gencor Industries, Inc., dated June 1, 2026
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.

				GENCOR INDUSTRIES, INC.
June 1, 2026				By:		/s/ Marc G. Elliott
						Marc G. Elliott, President and Chairman of the Board

Exhibit 99.1

Gencor Announces Receipt of NYSE Regulation Notice Regarding Late Filing of the Quarterly Report on Form 10-Q for the period Ended March 31, 2026

Gencor Industries Inc.

ORLANDO, Fla., June 1, 2026 (GLOBE NEWSWIRE) — Gencor Industries, Inc. (the “Company”) (NYSE American: GENC) announced that on May 19, 2026 it received a filing delinquency notification (the “Delinquency Notification”) from the NYSE Regulation (the “NYSE”) indicating that, as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) by the filing due date of May 18, 2026, the Company is not in compliance with NYSE American LLC’s (“NYSE American”) continued listing standards and is now subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. The receipt of the Delinquency Notification has no immediate effect on the listing or trading of the Company’s common stock on NYSE American.

The NYSE informed the Company that, under NYSE rules, the Company has six months from the Form 10-Q filing due date of May 18, 2026, to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. The NYSE further noted that, if the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the Company’s specific circumstances. The Delinquency Notification also notes that the NYSE may nevertheless commence suspension and delisting proceedings at any time if it deems that the circumstances warrant.

The Company currently expects to file the Form 10-Q within the six-month period granted by the Delinquency Notification; however, there can be no assurance that the Form 10-Q will be filed within such period.

Gencor Industries is a diversified heavy machinery manufacturer for the production of highway construction materials and equipment and environmental control machinery and equipment used in a variety of applications.

Caution Concerning Forward Looking Statements - This press release and our other communications and statements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company’s control. Actual results may differ materially depending on a variety of important factors, including the financial condition of the Company’s customers, changes in the economic and competitive environments and demand for the Company’s products. In addition, the impact of the invasion by Russia into Ukraine and the conflict between Israel and Hamas, including hostilities involving Iran, as well as actions taken by other countries, including the U.S., in response to such conflicts, could result in a disruption in our supply chain and higher costs of our products. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements.

For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this press release. The Company does not undertake to update any forward-looking statements, except as required by law.

Unless the context otherwise indicates, all references in this press release to the “Company,” “Gencor,” “we,” “us,” or “our,” or similar words are to Gencor Industries, Inc. and its subsidiaries.

Contact: Marc Elliott, President

407-290-6000

FAQ

Why did Gencor Industries (GENC) receive an NYSE Regulation delinquency notification?

Gencor received the NYSE Regulation delinquency notification because it failed to file its Quarterly Report on Form 10‑Q for the period ended March 31, 2026 by the May 18, 2026 SEC deadline, even after using the Form 12b‑25 extension, putting it out of compliance with NYSE American standards.

How long does Gencor (GENC) have to regain NYSE American listing compliance?

Gencor has six months from the Form 10‑Q due date of May 18, 2026 to regain compliance by filing the Form 10‑Q. NYSE American may, at its sole discretion, grant an additional extension of up to six more months based on the company’s specific circumstances.

Does the NYSE delinquency notice immediately affect trading in Gencor (GENC) stock?

The delinquency notification has no immediate effect on the listing or trading of Gencor’s common stock on NYSE American. However, NYSE American retains the right to commence suspension and delisting proceedings at any time if it determines that the circumstances warrant such action.

What is Gencor’s (GENC) plan regarding the delayed Form 10‑Q filing?

Gencor states that it currently expects to file its delayed Quarterly Report on Form 10‑Q for the period ended March 31, 2026 within the initial six‑month period provided by NYSE American. The company cautions there can be no assurance the Form 10‑Q will be filed within that timeframe.

What rules govern Gencor’s NYSE American delinquency situation?

Gencor’s situation is governed by NYSE American continued listing standards and the procedures in Section 1007 of the NYSE American Company Guide. These rules outline the six‑month cure period, potential additional six‑month extension, and the exchange’s ability to initiate suspension or delisting proceedings if warranted.

What period does Gencor’s delayed Form 10‑Q cover?

The delayed Form 10‑Q covers Gencor’s quarter ended March 31, 2026. The report was due to the SEC on May 18, 2026, including the extension allowed under Form 12b‑25, and its non‑filing triggered the NYSE Regulation delinquency notification and current noncompliant status.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB