GENCOR INDUSTRIES INC SEC Filings

Gencor Industries, Inc. reports that a change in control may be deemed to have occurred on May 1, 2026, following an internal Elliott family ownership transfer. Membership interests in the LLC that controls the Elliott Family Limited Partnership were reassigned as a gift to Marc G. Elliott, giving him control of the LLC and, indirectly, the partnership.

The partnership beneficially owns 1,518,828 shares, or 12.3%, of Gencor’s common stock and 2,022,477 shares, or 87.2%, of its Class B stock as of February 5, 2026. After the transfer, Marc G. Elliott may be deemed to beneficially own 1,787,844 common shares (14.5%) and 2,214,757 Class B shares (95.5%).

Because Gencor’s Class B stock elects 75% of the board of directors voting separately as a class, Marc G. Elliott may be deemed to have acquired indirect control of the company through this structure. The transfer was characterized as a gift for no consideration, and the company states it is not aware of other arrangements that would further change control.

GENCOR INDUSTRIES INC director, President and Chairman Marc G. Elliott reported indirect transfers classified as bona fide gifts of 3,541,305 shares, consisting of 2,022,477 shares of class B stock and 1,518,828 shares of common stock, related to the E.J. Elliott Family Limited Partnership.

Following these entries, he reports 2,022,477 class B shares and 1,518,828 common shares held indirectly through the family limited partnership, and 192,280 class B shares and 269,016 common shares held directly. The filing notes he disclaims beneficial ownership of the partnership-held shares except for his pecuniary interest.

Gencor Industries held its annual stockholder meeting on April 3, 2026, where all proposals were approved. Holders of Common Stock elected John G. Coburn as director with 5,451,083 votes for, 3,700,489 votes withheld and 1,371,158 broker non-votes.

Holders of Class B Stock unanimously elected Marc G. Elliott, Thomas A. Vecchiolla and Walter A. Ketcham, Jr., each receiving 2,318,857 votes for. Stockholders also ratified Carr, Riggs & Ingram, L.L.C. as independent registered public accounting firm for the year ending September 30, 2026.

Common and Class B stockholders approved holding an advisory vote on executive compensation every three years, with Common Stock casting 9,055,905 votes for the three-year frequency and Class B Stock casting 2,318,857 votes for it. No other business was brought before the meeting.

Systematic Financial Management filed a Schedule 13G reporting a passive ownership stake in Gencor Industries Inc. common stock as of December 31, 2025.

The firm reports beneficial ownership of 1,125,406 shares, representing about 9.1% of the outstanding common stock, with sole voting power over 591,256 shares and sole dispositive power over all 1,125,406 shares. The filing certifies the position is held in the ordinary course of business and not for the purpose of influencing control.

Gencor Industries reported net revenue of $23,577,000 for the quarter ended December 31, 2025, down 25% from $31,416,000 a year earlier, mainly from weaker contract equipment sales. Gross margin improved to 28.7% from 27.6% as higher-margin parts and freight made up a larger mix.

Net income declined to $3,442,000 from $3,817,000, with earnings per share at $0.23 versus $0.26. The company held $36,731,000 in cash and $111,003,000 in marketable securities and had no debt, while backlog rose to $57.4 million. Management again disclosed material weaknesses in internal control over financial reporting and said disclosure controls were not effective.

Gencor Industries reported weaker first quarter fiscal 2026 results. Net revenue for the quarter ended December 31, 2025 was $23.6 million, down from $31.4 million a year earlier, mainly due to delays and uncertainty around replacement of the current five-year Federal infrastructure spending bill.

Gross margin improved to 28.7% from 27.6% as higher-margin parts and components made up more of sales, and SG&A expenses fell. However, operating income declined to $3.1 million from $4.6 million, and net income slipped to $3.4 million, or $0.23 per share, from $3.8 million, or $0.26 per share. Gencor ended the quarter with $147.7 million in cash and marketable securities, no debt, and backlog of $57.4 million, slightly above the prior year, which management says supports a more optimistic outlook.

Gencor Industries, Inc. is calling its Annual Meeting of Stockholders for April 3, 2026 at its Orlando, Florida headquarters. Stockholders of record as of February 26, 2026 will vote on electing one director representing Common Stockholders and three directors representing Class B Stockholders under the company’s dual-class structure.

They will also vote on ratifying Carr, Riggs & Ingram, L.L.C. as independent auditor for fiscal 2026 and on an advisory “say‑on‑pay” resolution covering named executive officer compensation. The proxy details board committee structures, independence determinations, flat cash‑based executive pay without equity awards, a clawback policy, and concentrated Class B ownership by the Elliott family.

Gencor Industries changed its independent auditor after a business transfer involving its prior firm. Following Carr, Riggs & Ingram’s acquisition of certain capital markets assets of Berkowitz Pollack Brant Advisors + CPAs, Gencor’s board, on audit committee recommendation, dismissed Berkowitz and appointed Carr, Riggs & Ingram as the new independent registered public accounting firm.

The prior auditor’s reports on Gencor’s financial statements for the years ended September 30, 2024 and 2025 were clean, but its reports on internal control over financial reporting carried adverse opinions due to previously disclosed material weaknesses in information technology general controls. Gencor reports no disagreements with the prior auditor and includes a confirming letter from Berkowitz Pollack Brant agreeing with these disclosures.