Hudson Technologies (HDSN) Q1 2026 revenue rises but profit and cash flow weaken
Hudson Technologies reported quarterly revenue of $60.2 million, up 9% year over year, driven mainly by higher refrigerant volumes. Gross margin slipped to 20% from 22%, reflecting a less favorable mix of refrigerants sold.
Net income dropped to $0.3 million from $2.8 million, or $0.01 per diluted share versus $0.06 a year ago, as higher selling, general and administrative costs and lower gross margin more than offset revenue growth. Operating cash flow was a use of $12.8 million, largely due to working capital swings in receivables, inventories and payables.
Cash and equivalents fell to $19.4 million at March 31 2026, while inventories remained high at $130.7 million. The company had no outstanding borrowings and roughly $40 million of availability under its Wells Fargo revolver. Hudson continued executing its capital return program, repurchasing 416,480 shares for $2.5 million. It also highlighted regulatory drivers under the AIM Act and recent small acquisitions that expand its refrigerant distribution and reclamation footprint, while its follow-on DLA contract award remains under bid protest, with work continuing under the existing agreement through July 2026.
Positive
- None.
Negative
- Profitability deterioration: Net income fell to $0.3 million from $2.8 million, with gross margin down to 20% and operating cash flow turning negative $12.8 million, signaling weaker earnings quality this quarter.
Insights
Profitability and cash generation weakened despite solid revenue growth.
Hudson Technologies grew revenue to $60.2 million from $55.3 million, helped by higher refrigerant volumes. However, gross margin compressed to 20%, and operating income fell to $1.5 million from $3.1 million as mix and higher SG&A, including professional and IT costs, weighed on results.
Net income declined sharply to $0.3 million, and operating cash flow swung to a $12.8 million outflow, driven by seasonal working capital needs in receivables and inventory. Cash decreased to $19.4 million, but the company reported no borrowings and about $40 million of availability under its Wells Fargo facility, providing liquidity.
Strategically, management is investing in reclamation-focused growth, including the $4.0 million Refrigerants Inc. acquisition, and is repurchasing stock, buying 416,480 shares for $2.5 million in the quarter. The AIM Act-driven HFC phase-down and EPA refrigerant management rules underscore a long-term need for reclaimed refrigerants, while the pending DLA contract bid protest introduces some uncertainty; subsequent filings may clarify that outcome.
Key Figures
Key Terms
AIM Act regulatory
RefrigerantSide® Services technical
EMERALD Refrigerants™ technical
Fixed Charge Coverage Ratio financial
right-of-use asset financial
contingent consideration financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number
Hudson Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code ( | |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common stock, $0.01 par value | | |
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Table of Contents
Hudson Technologies, Inc.
Index
Part | | Item | | Page | |
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Part I. | | Financial Information | | 3 | |
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| | Item 1 | - Financial Statements (unaudited) | | 3 |
| | | - Consolidated Balance Sheets | | 3 |
| | | - Consolidated Statements of Income | | 4 |
| | | - Consolidated Statements of Stockholders’ Equity | | 5 |
| | | - Consolidated Statements of Cash Flows | | 6 |
| | | - Notes to the Consolidated Financial Statements | | 7 |
| | Item 2 | - Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 22 |
| | Item 3 | - Quantitative and Qualitative Disclosures About Market Risk | | 27 |
| | Item 4 | - Controls and Procedures | | 28 |
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Part II. | | Other Information | | 29 | |
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| | Item 1 | - Legal Proceedings | | 29 |
| | Item 1A | - Risk Factors | | 29 |
| | Item 2 | - Unregistered Sales of Equity Securities and Use of Proceeds | | 29 |
| | Item 5 | - Other Information | | 29 |
| | Item 6 | - Exhibits | | 30 |
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| | Signatures | | 31 | |
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PART I – FINANCIAL INFORMATION
Item 1 - Financial Statements
Hudson Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except for share and par value amounts)
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| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
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Assets |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Trade accounts receivable – net of allowance for credit losses of $ | |
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Inventories | |
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Income tax receivable | | | | | | |
Prepaid expenses and other current assets | |
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Total current assets | |
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Property, plant and equipment, less accumulated depreciation | |
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Goodwill | |
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Intangible assets, less accumulated amortization | |
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Right of use asset | |
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Other assets | |
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Total Assets | | $ | | | $ | |
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Liabilities and Stockholders’ Equity | |
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Current liabilities: | |
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Accounts payable | | $ | | | $ | |
Accrued expenses and other current liabilities | |
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Accrued payroll | |
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Total current liabilities | |
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Deferred tax liability | |
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Long-term lease liabilities | |
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Long-term severance payable | | | | | | |
Other long-term liabilities | |
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Total Liabilities | |
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Commitments and contingencies | |
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Stockholders’ equity: | |
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Preferred stock, shares authorized | |
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Common stock, $ | |
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Additional paid-in capital | |
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Retained earnings | |
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Total Stockholders’ Equity | |
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Total Liabilities and Stockholders’ Equity | | $ | | | $ | |
See Accompanying Notes to the Consolidated Financial Statements.
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Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited)
(Amounts in thousands, except for share and per share amounts)
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| | Three months | ||||
| | ended March 31, | ||||
| | 2026 | | 2025 | ||
Revenues | | $ | | | $ | |
Cost of sales | |
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Gross profit | |
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Operating expenses: | |
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Selling, general and administrative | |
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Amortization | |
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Total operating expenses | |
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Operating income | |
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Interest income | | | ( | | | ( |
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Income before income taxes | |
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Income tax expense | |
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Net income | | $ | | | $ | |
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Net income per common share – Basic | | $ | | | $ | |
Net income per common share – Diluted | | $ | | | $ | |
Weighted average number of shares outstanding – Basic | |
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Weighted average number of shares outstanding – Diluted | |
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See Accompanying Notes to the Consolidated Financial Statements.
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Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(unaudited)
(Amounts in thousands, except for share amounts)
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| | Common Stock | | Paid-in | | Retained | | | | |||||
| | Shares | | Amount | | Capital | | Earnings | | Total | ||||
Balance at January 1, 2025 |
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Repurchase of common shares | | ( | | | ( | | | ( | | | — | | | ( |
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Share - based compensation | | — | | | — | | | | | | — | | | |
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Net income |
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Balance at March 31, 2025 |
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Balance at January 1, 2026 | | | | $ | | | $ | | | $ | | | $ | |
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Issuance of common stock upon exercise of stock options | | | | | | | | ( | | | — | | | — |
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Repurchase of common shares | | ( | | | ( | | | ( | | | — | | | ( |
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Excess tax benefits from exercise of stock options | | — | | | — | | | ( | | | — | | | ( |
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Share - based compensation |
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Net income |
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Balance at March 31, 2026 |
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See Accompanying Notes to the Consolidated Financial Statements
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Hudson Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands)
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| | Three months | ||||
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| | 2026 | | 2025 | ||
Cash flows from operating activities: | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | |
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Depreciation | |
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Amortization of intangible assets | |
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Lower of cost or net realizable value inventory adjustment | |
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Allowance for credit losses | |
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Share based compensation | | | | | | |
Amortization of deferred finance costs | |
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Deferred tax expense | |
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Changes in assets and liabilities: | |
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Trade accounts receivable | |
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Inventories | |
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Prepaid and other assets | |
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Income taxes receivable | | | | | | |
Accounts payable and accrued expenses | |
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Cash provided by (used in) operating activities | |
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Cash flows from investing activities: | |
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Additions to property, plant, and equipment | | | ( | | | ( |
Cash used in investing activities | |
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Cash flows from financing activities: | |
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Excess tax benefits from exercise of stock options | | | ( | | | — |
Repurchase of common shares | |
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Cash used in financing activities | |
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Increase (decrease) in cash and cash equivalents | |
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Cash and cash equivalents at beginning of period | |
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Cash and cash equivalents at end of period | | $ | | | $ | |
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Supplemental disclosure of cash flow information: | |
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Cash paid for interest | | $ | | | $ | |
Cash paid for income taxes – net | | $ | | | $ | |
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Property and equipment included in accrued expenses and other current liabilities | | $ | | | $ | |
See Accompanying Notes to the Consolidated Financial Statements
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Hudson Technologies, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Business
Hudson Technologies, Inc. (“Hudson” or the “Company”), incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. Hudson provides environmentally sustainable solutions from initial sale of refrigerant gas through recovery, reclamation and reuse, peak operating performance of equipment through energy efficiency and emergency air conditioning and refrigeration system repair, to final refrigerant disposal and carbon credit trading.
The Company’s operations consist of
In preparing the accompanying consolidated financial statements, and in accordance with Accounting Standards Codification (“ASC”) 855-10 “Subsequent Events”, the Company’s management has evaluated subsequent events through the date that the financial statements were filed.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information included in this quarterly report should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2025. Operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
In the opinion of management, all estimates and adjustments considered necessary for a fair presentation have been included and all such adjustments were normal and recurring.
Consolidation
The consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, represent all companies of which Hudson directly or indirectly has majority ownership or otherwise controls. Significant intercompany accounts and transactions have been eliminated. The Company’s consolidated financial statements include the accounts of wholly-owned subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company. The Company does not present a statement of comprehensive income as its comprehensive income is the same as its net income.
Fair Value of Financial Instruments
The carrying values of financial instruments including cash, trade accounts receivable and accounts payable approximate fair value at March 31, 2026 and December 31, 2025, because of the relatively short maturity of these instruments. See Note 2 for further details.
Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporary cash investments and trade accounts receivable. The Company maintains its temporary cash investments in highly-rated financial institutions and, at times, the balances exceed FDIC insurance coverage. The Company’s trade accounts receivable are primarily due from companies throughout the United States. The Company reviews each customer’s credit history before extending credit.
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The Company establishes an allowance for credit losses. In accordance with the “expected credit loss” model, the carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that it does not expect to collect. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including types of customers and their credit worthiness, experience and historical data adjusted for current conditions.
The carrying value of the Company’s accounts receivable is reduced by the established allowance for credit losses. The allowance for credit losses includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances. The Company adjusts its reserves based on factors that affect the collectability of the accounts receivable balances.
For the three-month periods ended March 31, 2026 and 2025, the United States Defense Logistics Agency (the “DLA”) accounted for greater than
The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company’s products or services by any such customer could have a material adverse effect on the Company’s operating results and financial position.
Cash and Cash Equivalents
Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents.
Inventories
Inventories, consisting primarily of refrigerant products available for sale, are stated at the lower of cost or market, on a first-in first-out basis, or net realizable value. Where the market price of inventory is less than the related cost, the Company may be required to write down its inventory through a lower of cost or net realizable value adjustment, the impact of which would be reflected in cost of sales on the Consolidated Statements of Income. Any such adjustment would be based on management’s judgment regarding future demand and market conditions and analysis of historical experience.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, including internally manufactured equipment. The cost to complete equipment that is under construction is not considered to be material to the Company’s financial position. Provision for depreciation is recorded using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of economic life or terms of the respective leases. Costs of maintenance and repairs are charged to expense when incurred.
Due to the specialized nature of the Company’s business, it is possible that the Company’s estimates of equipment useful life periods may change in the future.
Goodwill
The Company has made acquisitions that included a significant amount of goodwill and other intangible assets. The Company applies the purchase method of accounting for acquisitions, which among other things, requires the recognition of goodwill (which represents the excess of the purchase price of the acquisition over the fair value of the net assets acquired and identified intangible assets). The Company tests its goodwill for impairment annually on a qualitative or quantitative basis (on the first day of the fourth quarter) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of an asset below its carrying value. Goodwill is tested for impairment at the reporting unit level. When performing the annual impairment test, the Company has the option of first performing a qualitative assessment, which requires management to make assumptions affecting a reporting unit, to determine the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such a conclusion is reached, the Company is then required to perform a quantitative impairment assessment of goodwill. The Company has
An impairment charge is recorded based on the excess of a reporting unit’s carrying amount over its fair value. An impairment charge would be recognized when the carrying amount exceeds the estimated fair value of a reporting unit. These impairment evaluations use many assumptions and estimates in determining an impairment loss, including certain assumptions and estimates
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related to future earnings. If the Company does not achieve its earnings objectives, the assumptions and estimates underlying these impairment evaluations could be adversely affected, which could result in an asset impairment charge that would negatively impact operating results. During the fourth quarter of 2025, the Company completed its annual impairment test as of October 1 and determined in its qualitative assessment that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, resulting in
There were
Leases
The Company determines if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to use and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, the Company includes operating leases in right-of-use (“ROU”) assets, accrued expenses and other current liabilities and long-term lease liabilities in its consolidated balance sheets.
Finance leases are included in property, plant and equipment in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for fully collateralized and fully amortizing borrowings over a similar term of the lease payments and commencement date to determine the present value of lease payments. When readily determinable, the Company uses the implicit rate. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Expenses associated with operating leases and finance leases are included in selling, general and administrative expense within the consolidated statements of income.
Cylinder Deposit Liability
The cylinder deposit liability, which is included in accrued expenses and other current liabilities on the Company’s Balance Sheets, represents the amount due to customers for the return of refillable cylinders. The Company charges its customers cylinder deposits upon the shipment of refrigerant gases that are contained in refillable cylinders. The amount charged to the customer by the Company approximates the cost of a new cylinder of the same size. Upon return of a cylinder, this liability is reduced. The cylinder deposit liability balance was $
Revenues and Cost of Sales
The Company’s products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems. Most of the Company’s revenues are realized from the sale of refrigerant and industrial gases and related products. The Company also generates revenue from refrigerant management services performed at a customer’s site and in-house. The Company conducts its business primarily within the US.
The Company applies the FASB’s guidance on revenue recognition, which requires the Company to recognize revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services transferred to its customers. In most instances, the Company’s contract with a customer is the customer’s purchase order and the sales price to the customer is fixed. For certain customers, the Company may also enter into a sales agreement outlining a framework of terms and conditions applicable to future purchase orders received from that customer. Because the Company’s contracts with customers are typically for a single customer purchase order, the duration of the contract is usually less than one year. The Company’s performance obligations related to product sales are satisfied at a point in time, which may occur upon shipment of the product or receipt by the customer, depending on the terms of the arrangement. The Company’s performance obligations related to reclamation and RefrigerantSide® services are generally satisfied at a point in time when the service is performed. Accordingly, revenues are recorded upon the shipment of the product, or in certain instances upon receipt by the customer, or the completion of the service.
In July 2016 the Company was awarded, as prime contractor, a
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the 2025 DLA Contract award during this process. While the bid protest and corrective action is pending, the Company will continue providing logistics support under its existing contract which runs through July 2026. The Company determined that the sale of refrigerants and the management services provided each have stand-alone value. Accordingly, the performance obligations related to the sale of refrigerants are satisfied at a point in time, mainly when the customer receives and obtains control of the product. The performance obligation related to management service revenue is satisfied over time and revenue is recognized on a straight-line basis over the term of the arrangement as the management services are provided. For both periods ended March 31, 2026 and 2025 management services revenue were $
Cost of sales is recorded based on the cost of products shipped or services performed and related direct operating costs of the Company’s facilities. In general, the Company performs shipping and handling services for its customers in connection with the delivery of refrigerant and other products. The Company elected to implement ASC 606-10-25-18B, whereby the Company accounts for such shipping and handling as activities to fulfill the promise to transfer the good. To the extent that the Company charges its customers shipping fees, such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales.
The Company’s revenues are derived from Product and related sales and RefrigerantSide (R) Services revenues. The revenues for each of these lines are as follows:
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Period Ended March 31, | | 2026 | | 2025 | ||
(in thousands) |
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Product and related sales | | $ | | | $ | |
RefrigerantSide ® Services | | | | | | |
Total | | $ | | | $ | |
Income Taxes
The Company is taxed at statutory corporate income tax rates after adjusting income reported for financial statement purposes for certain items. Current income tax expense reflects the tax results of revenues and expenses currently taxable or deductible. The Company utilizes the asset and liability method of accounting for deferred income taxes, which provides for the recognition of deferred tax assets or liabilities, based on enacted tax rates and laws, for the differences between the financial and income tax reporting bases of assets and liabilities. The tax benefit associated with the Company’s net operating loss carry forwards (“NOLs”) is recognized to the extent that the Company expects to realize future taxable income.
As of March 31, 2026, the Company had
The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the taxing authorities. As of March 31, 2026 and December 31, 2025, the Company believes it had no uncertain tax positions.
The Company’s effective tax rate for the three months ended March 31, 2026 was impacted by discrete tax items, including non-deductible equity-based compensation and other discrete items, and is not indicative of the expected full-year effective tax rate.
Income per Common and Equivalent Shares
If dilutive, common equivalent shares (common shares assuming exercise of options) utilizing the treasury stock method are considered in the presentation of diluted income per share.
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| | Three Months | ||||
| | Ended March 31, | ||||
| | 2026 | | 2025 | ||
Net income | | $ | | | $ | |
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Weighted average number of shares – basic | | | | | | |
Shares underlying options | | | | | | |
Weighted average number of shares outstanding – diluted | | | | | | |
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During the three-month periods ended March 31, 2026 and 2025, certain options aggregating
Estimates and Risks
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the use of estimates and assumptions that affect the amounts reported in these financial statements and footnotes. The Company considers these accounting estimates to be critical in the preparation of the accompanying consolidated financial statements. The Company uses information available at the time the estimates are made. However, these estimates could change materially if different information or assumptions were used. Additionally, these estimates may not ultimately reflect the actual amounts of the final transactions that occur. The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.
Several of the Company’s accounting policies involve significant judgments, uncertainties, and estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results differ from management’s judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for credit losses, inventory reserves, goodwill and commitments and contingencies. With respect to trade accounts receivable, the Company estimates the necessary allowance for credit losses based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary.
The Company participates in an industry that is highly regulated, and changes in the regulations affecting its business could affect its operating results. Currently the Company purchases virgin hydrofluorocarbon (“HFC”) and hydrofluroolefin (“HFO”) refrigerants and reclaimable, primarily hydrochlorofluorocarbons (“HCFC”), HFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by the Company, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on its operating results and its financial position.
The Company is subject to various legal proceedings. The Company assesses the merit and potential liability associated with each of these proceedings. In addition, the Company estimates potential liability, if any, related to these matters. To the extent that these estimates are not accurate, or circumstances change in the future, the Company could realize liabilities, which could have a material adverse effect on its operating results and its financial position.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.
Capitalized Software Development Costs
Capitalized internal-use software costs consist of costs to purchase and develop software. For software to be used solely to meet internal needs and for cloud-based applications used to deliver services, the Company capitalizes costs incurred during the application development stage and includes such costs within property, and equipment, net within the consolidated balance sheets.
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Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The ASU also describes items that need to be disaggregated based on their nature, which is determined by reference to the item’s fundamental or essential characteristics, such as the transaction or event that triggered the establishment of the reconciling item and the activity with which the reconciling item is associated. The ASU eliminates the historic requirement that entities disclose information concerning unrecognized tax benefits having a reasonable possibility of significantly increasing or decreasing in the 12 months following the reporting date. This ASU is effective for annual periods beginning after December 15, 2024. This ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company adopted ASU 2023 - 09 effective January 1, 2025, on a prospective basis. The amendments enhance income tax disclosure requirements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure about the specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements but affect where this information appears in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU replaces the incurred-loss model with a forward-looking current expected credit loss model that requires recognition of lifetime expected credit losses on financial assets measured at amortized cost and certain off-balance-sheet credit exposures (including trade accounts receivable and contract assets), using historical experience, current conditions, and reasonable and supportable forecasts. This ASU is effective for interim and annual reporting periods beginning after December 15, 2025, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company adopted the practical expedient effective December 31, 2025 that current market conditions as of the Balance Sheet date do not change the remaining life of the asset. The adoption did not have material impact on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which removes all references to software development project stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Upon adoption, the guidance can be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently evaluating the impact that ASU 2025-06 will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which is intended to improve navigability of the guidance in Topic 270, Interim Reporting, and clarify when it applies. The ASU also addresses the form and content of such financial statements and interim disclosure requirements and establishes a principle under which an entity must disclose events from the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that ASU 2025-11 will have on its consolidated financial statements and related disclosures.
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Note 2 - Fair Value
ASC Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:
Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
Level 3: Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Note 3 - Inventories
Inventories consist of the following:
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
(in thousands) | | | | | | |
Refrigerants and cylinders | | $ | | | $ | |
Less: net realizable value adjustments | |
| ( | | | ( |
Total | | $ | | | $ | |
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Note 4 - Property, plant and equipment
Elements of property, plant and equipment are as follows:
| | | | | | | | |
| | March 31, | | December 31, | | Estimated | ||
| | 2026 | | 2025 | | Lives | ||
(in thousands) | | (unaudited) | | | | | | |
Property, plant and equipment | | | | | | | | |
- Land | | $ | | | $ | | | |
- Land improvements | |
| | |
| |
| |
- Buildings | |
| | |
| |
| |
- Building improvements | |
| | |
| |
| |
- Cylinders | |
| | |
| |
| |
- Equipment | |
| | |
| |
| |
- Equipment under capital lease | |
| | |
| |
| |
- Vehicles | |
| | |
| |
| |
- Lab and computer equipment, software | |
| | |
| |
| |
- Furniture and fixtures | |
| | |
| |
| |
- Leasehold improvements | |
| | |
| |
| |
- Construction-in-progress | |
| | |
| |
| |
Subtotal | |
| | |
| |
| |
Less: Accumulated depreciation | |
| ( | |
| ( |
| |
Total | | $ | | | $ | |
| |
Depreciation expense for the three-month periods ended March 31, 2026 and 2025 was $
Note 5 - Leases
The Company has various lease agreements with terms up to
At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. common area maintenance, charges, utilities and property taxes). The Company elected the package of practical expedients permitted under the transition guidance, which allows it to carry forward its historical lease classification, its assessment on whether a contract contains a lease, and its initial direct costs for any leases that existed prior to the adoption of the new standard. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated income statements on a straight line basis over the lease term. The Company’s lease agreements do not contain any material residual value, guarantees or material restrictive covenants.
Operating leases are included in Right of use asset, Accrued expenses and other current liabilities, and Long-term lease liabilities on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred.
Operating lease expense of $
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The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of March 31, 2026.
| | | |
| | March 31, | |
Maturity of Lease Payments | | 2026 | |
(in thousands) | | (unaudited) | |
2026 (remaining) | | $ | |
-2027 | |
| |
-2028 | | | |
-2029 | | | |
-2030 | | | |
-Thereafter | |
| |
Total undiscounted operating lease payments | |
| |
Less imputed interest | |
| ( |
Present value of operating lease liabilities | | $ | |
Balance Sheet Classification
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
(in thousands) | | (unaudited) | | | ||
Current lease liabilities (recorded in Accrued expenses and other current liabilities) | | $ | | | $ | |
Long-term lease liabilities | |
| | |
| |
Total operating lease liabilities | | $ | | | $ | |
Other Information
| | | | | |
| | March 31, | | December 31, | |
| | 2026 | | 2025 | |
Weighted-average remaining term for operating leases | | years | years | ||
Weighted-average discount rate for operating leases |
| | % | | % |
Supplemental cash flow and non-cash information related to leases
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
(in thousands) | | (unaudited) | | | | |
Cash paid for amounts included in measurement of lease liabilities: | |
| | | | |
Operating cash flow from operating leases |
| $ | | | $ | |
Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ | | | $ | |
Note 6 - Goodwill and intangible assets
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting.
There were
Based on the results of the impairment assessments of goodwill and intangible assets performed, management concluded the fair value of the Company’s goodwill exceeds the carrying value and there are no impairment indicators related to intangible assets.
At March 31, 2026 and December 31, 2025 the Company had $
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The Company’s other intangible assets consist of the following:
| | | | | | | | | | | | | | | | | | | | |
| | | | March 31, 2026 | | December 31, 2025 | ||||||||||||||
| | | | (unaudited) | | | ||||||||||||||
| | Amortization | | Gross | | | | | | | | Gross | | | | | | | ||
|
| Period |
| Carrying |
| Accumulated | | | |
| Carrying |
| Accumulated | | | | ||||
(in thousands) | | (in years) | | Amount | | Amortization | | Net | | Amount | | Amortization | | Net | ||||||
Intangible assets with determinable lives | | | | | | | | | | | | | | | | | | | | |
Covenant not to compete |
| | | | | | | | | | | | | | | | | | | |
Customer relationships |
| | | | | | | | | | | | | | | | | | | |
Above market leases |
| | | | | | | | | | | | | | | | | | | |
Trade name |
| | | | | | | | | | | | | | | | | | | |
Total identifiable intangible assets | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Amortization expense for the three-month period ended March 31, 2026 and 2025 was $
Note 7 - Share-based compensation
Share-based compensation represents the cost related to share-based awards, typically stock options or stock grants, granted to employees, non-employees, officers and directors. Share-based compensation is measured at grant date, based on the estimated aggregate fair value of the award on the grant date, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. For the three-month periods ended March 31, 2026 and 2025, share-based compensation expense of $
Share-based awards have historically been made as stock options, and recently also as stock grants, issued pursuant to the terms of the Company’s stock option and stock incentive plans (collectively, the “Plans”), described below. The Plans may be administered by the Board of Directors or the Compensation Committee of the Board or by another committee appointed by the Board from among its members as provided in the Plans. Presently, the Plans are administered by the Company’s Compensation Committee of the Board of Directors. As of March 31, 2026 there were an aggregate of
Stock option awards, which allow the recipient to purchase shares of the Company’s common stock at a fixed price, are typically granted at an exercise price equal to the Company’s stock price at the date of grant. Typically, the Company’s stock option awards have vested from immediately to
Effective June 7, 2018, the Company adopted its 2018 Stock Incentive Plan (“2018 Plan”) pursuant to which
Effective June 11, 2020, the Company adopted its 2020 Stock Incentive Plan (“2020 Plan”) pursuant to which
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in tandem with stock options. Unless the 2020 Plan is sooner terminated, the ability to grant options or other awards under the 2020 Plan will expire on June 11, 2030.
Effective June 12, 2024, the Company adopted its 2024 Stock Incentive Plan (“2024 Plan”) pursuant to which
All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.
The Company determines the fair value of share-based awards at the grant date by using the Black-Scholes option-pricing model, and has utilized the simplified method to compute expected lives of share-based awards. There were options to purchase
A summary of the activity for stock options issued under the Company’s Plans for the indicated periods is presented below:
| | | | | |
| | | | Weighted | |
| | | | Average | |
| | | | Exercise | |
Stock Options and Stock Appreciation Rights | | Shares | | Price | |
Outstanding at December 31, 2024 |
| | | $ | |
-Cancelled | | ( | | $ | |
-Exercised | | ( | | $ | |
-Granted (1) | | | | $ | |
Outstanding at December 31, 2025 |
| | | $ | |
-Cancelled | | ( | | $ | |
-Exercised | | ( | | $ | |
-Granted (2) | | | | $ | |
Outstanding at March 31, 2026 |
| | | $ | |
| (1) | Options to purchase |
| (2) | Options to purchase |
The following is the weighted average contractual life in years and the weighted average exercise price at March 31, 2026 of:
| | | | | | | |
| | | | Weighted | | | |
| | | | Average | | Weighted | |
| | | | Remaining | | Average | |
| | Number of | | Contractual | | Exercise | |
| | Options | | Life | | Price | |
Options outstanding and vested |
| | | years | $ | | |
The intrinsic value of options outstanding at March 31, 2026 and December 31, 2025 was $
The intrinsic value of options unvested at March 31, 2026 and December 31, 2025 was $
The intrinsic value of options exercised during the three-month periods ended March 31, 2026 and 2025 were $
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Note 8 - Short-term and Long-term debt
Revolving Credit Facility
On March 2, 2022, Hudson Technologies Company (“HTC”) and Hudson Holdings, Inc. (“Holdings”), as borrowers (collectively, the “Borrowers”), and Hudson Technologies, Inc (the “Company”) as a guarantor, entered into an Amended and Restated Credit Agreement (the “Amended Wells Fargo Facility”) with Wells Fargo Bank, National Association, as administrative agent and lender (“Agent” or “Wells Fargo”) and such other lenders as have or may thereafter become a party to the Amended Wells Fargo Facility. The Amended Wells Fargo facility amended and restated the prior Wells Fargo Facility entered into on December 19, 2019.
Under the terms of the Amended Wells Fargo Facility, the Borrowers: (i) immediately borrowed $
Amounts borrowed under the Amended Wells Fargo Facility may be used for working capital needs, certain permitted acquisitions, and to reimburse drawings under letters of credit.
Interest under the Amended Wells Fargo Facility is payable in arrears on the first day of each month. Interest charges with respect to Revolving Loans are computed on the actual principal amount of Revolving Loans outstanding at a rate per annum equal to (A) with respect to Base Rate loans, the sum of (i) a rate per annum equal to the higher of (1)
In connection with the closing of the Amended Wells Fargo Facility, the Company also entered into a First Amendment to Guaranty and Security Agreement, dated as of March 2, 2022 (the “Amended Revolver Guaranty and Security Agreement”), pursuant to which the Company and certain subsidiaries are continuing to unconditionally guarantee the payment and performance of all obligations owing by Borrowers to Wells Fargo, as Agent for the benefit of the revolving lenders. Pursuant to the Amended Revolver Guaranty and Security Agreement, Borrowers, the Company and certain other subsidiaries are continuing to grant to the Agent, for the benefit of the Wells Fargo Facility lenders, a security interest in substantially all of their respective assets, including receivables, equipment, general intangibles (including intellectual property), inventory, subsidiary stock, real property, and certain other assets.
The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $
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The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on Borrowers’ ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.
At March 31, 2026, the Company had borrowing availability of approximately $
On June 6, 2024, the Borrowers and the Company entered into a First Amendment to Amended and Restated Credit Agreement and Limited Consent (the “First Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. Pursuant to the First Amendment, Wells Fargo and the other lenders consented to the consummation of the USA Refrigerants Acquisition and made certain other technical amendments to the existing Amended Wells Fargo Facility, including the calculation of the borrowing base thereunder. The First Amendment also provided for permitted stock repurchases by the Company in an amount not to exceed $
On October 23, 2024, the Borrowers and the Company entered into a Second Amendment to Amended and Restated Credit Agreement dated October 23, 2024 (the “Second Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Second Amendment amended the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $
On June 23, 2025, the Borrowers and the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Third Amendment reduced the amount of Revolving Loans that may be made under the Amended Wells Fargo Facility from $
On November 25, 2025, the Borrowers and the Company entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Fourth Amendment amended the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $
The commitments under the Amended Wells Fargo Facility will expire and the full outstanding principal amount of the loans, together with accrued and unpaid interest, are due and payable in full on March 2, 2027, unless the commitments are terminated and the outstanding principal amount of the loans are accelerated sooner following an event of default or in the event of certain other cross-defaults.
The Company was in compliance with all covenants under the Amended Wells Fargo Facility as of March 31, 2026.
The Company’s ability to comply with these covenants in future quarters may be affected by events beyond the Company’s control, including general economic conditions, weather conditions, regulations and refrigerant pricing. Therefore, the Company cannot make any assurance that it will continue to be in compliance during future periods.
Note 9 – Accrued expenses and other current liabilities
Elements of Accrued expenses and other current liabilities are as follows:
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
(in thousands) | | | | | | |
Accrued expenses | | $ | | | $ | |
Cylinder deposits | |
| | |
| |
Lease obligations | |
| | |
| |
Other current liabilities | |
| | |
| |
Total | | $ | | | $ | |
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Note 10 – Acquisition
On December 16, 2025, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of Denver Refrigerants Inc. (d/b/a Refrigerants Inc.) (the “Refrigerants Inc. Acquisition”) which expands the Company’s reach in key markets for both refrigerant sales and the aftermarket supply chain of recovered refrigerant. The Company considered the guidance in ASC 805-10-55 and concluded that the transaction met the definition of a business, therefore the transaction was accounted for as a business combination. The consideration for Refrigerants Inc. Acquisition was approximately $
The following table summarizes the final fair values of the assets acquired and liabilities assumed from the Refrigerants Inc. Acquisition:
Consideration (in thousands)
| | | |
Cash | | $ | |
Contingent consideration | |
| |
Total consideration transferred | | $ | |
Identifiable assets acquired
| | | | | |
| | Amortization life | | Fair Value | |
| | (in months) | | (in thousands) | |
Inventories | | | | $ | |
Fixed assets | | | | | |
Covenant not to compete | | |
| | |
Customer relationships | | |
| | |
Tradename | | |
| | |
Total identified assets | | | | | |
Goodwill | | | |
| |
Total net assets acquired | | | | $ | |
The Refrigerants Inc. Acquisition resulted in the recognition of $
Note 11 – Share repurchases
In August 2024, the Company’s board of directors authorized the repurchase of up to $
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Note 12 – Segment information
The Company determines operating segments based on how its CODM manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM are its Chief Executive Officer and Chief Financial Officer, who review its operating results on a consolidated basis. The Company operates in
The Company’s CODM use consolidated net income, as shown on the consolidated income statements as the measure of segment profitability. The CODM use net income to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. This analysis is used in making strategic investment decisions. The Company’s measure of segment assets is reported on the consolidated balance sheets as total assets.
The table below summarizes the significant expenses regularly provided to the CODM for the three- month periods ended March 31, 2026, and 2025 (in thousands).
| | | | | | |
| | | ||||
Three-month Period Ended March 31, | | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Revenues | | $ | | | $ | |
Less: | | | | | | |
Cost of materials and plant overhead | | | | | | |
Payroll expense and benefits | | | | | | |
Interest (income) expense | | | ( | | | ( |
Depreciation and amortization | | | | | | |
Professional fees | | | | | | |
Other operating expenses1 | | | | | | |
Income taxes | | | | | | |
Net income | | $ | | | $ | |
1
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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements, contained in this section and elsewhere in this Form 10-Q, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company’s ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, the ability to meet financial covenants under our financing facility, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States, including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully integrate any assets it acquires from third parties into its operations, and other risks detailed in the Company’s Form 10-K for the year ended December 31, 2025, and in the Company’s other subsequent filings with the Securities and Exchange Commission (“SEC”). The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Critical Accounting Estimates
The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Several of the Company’s accounting policies involve significant judgments, uncertainties and estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results differ from management’s judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its inventory reserves, goodwill and intangible assets.
Inventory
For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion and disposal. The determination if a write-down to net realizable value is necessary is primarily affected by the market prices for the refrigerant gases we sell. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, seasonality, the availability and adequacy of supply, government regulation and policies and general political and economic conditions. At any time, our inventory levels may be substantial and fluctuate, which will materially impact our estimates of net realizable value.
Overview
The Company is a leading provider of sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration (“HVACR”) industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the United States’ largest refrigerant reclaimers through multimillion dollar investments in the plants and advanced separation technology required to recover a wide variety of refrigerants and restoring them to Air-Conditioning, Heating, and Refrigeration Institute (“AHRI”) standard for reuse as certified EMERALD Refrigerants™.
The Company’s products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide® Services performed at a customer’s site, which include system decontamination to remove moisture, oils and other contaminants.
Sales of refrigerants continue to represent a significant majority of the Company’s revenues.
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The Company also sells industrial gases to a variety of industry customers, predominantly to users in, or involved with, the US Military. In July 2016, the Company was awarded, as prime contractor, a five-year fixed price contract, including a five-year renewal option which has been exercised, awarded to it by the United States Defense Logistics Agency (“DLA”) for the management and supply of refrigerants, compressed gases, cylinders and related items to US Military commands and installations, Federal civilian agencies and foreign militaries. Primary users include the US Army, Navy, Air Force, Marine Corps and Coast Guard. Our contract with DLA expires in July 2026.
In October 2025, the DLA awarded a new five-year contract with a five-year renewal option to the Company (the “2025 DLA Contract”). Following issuance of the new contract, a competitor filed a bid protest at the U.S. Court of Federal Claims, challenging the DLA’s evaluation of proposals and the contract award to the Company. In response, the DLA is reviewing its evaluation to determine whether corrective action is necessary and has rescinded the 2025 DLA Contract award during this process. While the bid protest and corrective action is pending, the Company will continue providing logistics support under its existing contract which runs through July 2026.
2025 Acquisition
On December 16, 2025, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of Denver Refrigerants Inc. (d/b/a Refrigerants Inc.). The consideration for Refrigerants Inc. acquisition was approximately $2.2 million in cash, paid at the closing, and provides for a further contingent payment of up to $2.0 million payable, to the extent earned, approximately 17 and 29 months from the closing date.
Refrigerants Inc. is a leading refrigerant distributor and distributes, reclaims and packages refrigerant gases for a variety of end uses. Potential benefits of the Refrigerants, Inc. Acquisition include (i) providing a broader customer network which will provide the Company with increased access to refrigerant for reclamation and strengthen the Company’s refrigerant distribution capabilities; (ii) adding incremental access to recovered pounds of refrigerants for sale for future periods to support the growth in reclamation; and (iii) enhancing the Company’s geographic footprint in the United States.
AIM Act
The United States Environmental Protection Agency (“EPA”) issued several final rules establishing the framework to allocate allowances for production and consumption of newly manufactured hydrofluorocarbon refrigerants (“HFCs”) and has provided allowances through 2029. The EPA is responsible for the administration of the HFC phase down enacted by Congress under the American Innovation and Manufacturing Act (the “AIM Act”). There are no restrictions placed on the reclamation of HFC refrigerants.
The AIM Act directs the EPA to address the reduction in virgin HFCs and provides authority to do so in three respects:
1) | phase down the production and consumption of listed HFCs, |
2) | facilitate the transition to next-generation technologies, and |
3) | manage these HFCs and their substitutes including reclamation of refrigerants. |
The AIM Act introduced a stepdown of 10% from baseline levels in 2022 and 2023 and establishes a cumulative 40% reduction in the baseline for 2024 through 2029. Hudson received allocation allowances for calendar years 2024 and 2025 equal to approximately 1% of the total HFC consumption allowances, with allowances for future periods to be determined at a later date. In addition, the EPA has finalized the Technology Transition (“TT”) Rule in 2023, but the Trump administration decided to reconsider the TT rule by issuing a proposed new TT rule in 2025 with a final TT rule expected in third quarter of 2026. Additionally, the EPA issued a final Refrigerant Management Rule implementing Subsection (h) of the AIM Act in 2024.
Reclamation is critical to maintaining necessary HFC supply levels for the installed base of operating systems to ensure an orderly phasedown so that systems owners are able to recognize the full economic value of their systems through end of life. Reclamation is not subject to the allowance system or restricted from use.
On September 20, 2024, the EPA announced the latest actions to phase down HFCs under the AIM Act:
Final Refrigerant Management Rule – The rule requires better management and reuse of existing HFCs, including by reducing wasteful leaks from equipment and supporting HFC recycling and reclamation. The rule includes requirements for repairing leaky equipment, use of automatic leak detection systems on large refrigeration systems, mandating the use of reclaimed HFCs for certain applications, recovery of HFCs from cylinders before their disposal, and a container tracking system.
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Results of Operations
Three-month period ended March 31, 2026 as compared to the three-month period ended March 31, 2025
Revenues for the three-month period ended March 31, 2026 were $60.2 million, an increase of $4.9 million or 9% from the $55.3 million reported during the comparable 2025 period. The increase was primarily attributable to higher sales volumes which was partially offset by the mix of refrigerants sold during the period.
Gross profit and gross margin for the three-month period ended March 31, 2026, were $11.8 million and 20% respectively, a decrease of $0.3 million and 2% respectively from the $12.1 million and 22% reported during the comparable 2025 period. The decrease of $0.2 million gross profit and the decline in gross margin were primarily due to the mix of refrigerants sold during the period.
Selling, general and administrative (“SG&A”) expenses for the three-month period ended March 31, 2026 were $9.5 million, an increase of $1.3 million from the $8.2 million reported during the comparable 2025 period due to an increase in professional fees and IT expenses.
Amortization expense for the three-month periods ended March 31, 2026 and 2025 was $0.9 million and $0.8 million, respectively.
Interest income for the three-month period ended March 31, 2026 was $0.1 million, compared to the interest income of $0.6 million reported during the comparable 2025 period.
The Company’s income tax expense for the three-month period ended March 31, 2026 and March 31, 2025 was $1.3 million and $0.9 million, respectively. The Company’s effective tax rate for the three-month period ended March 31, 2026 and March 31, 2025 was 79.3% and 24.5%, respectively. The increase in the effective tax rate was primarily due to discrete tax items recognized during the period, including non-deductible equity-based compensation and other discrete items. For the three-month period ended March 31, 2026 and March 31, 2025, income tax expense for federal and state income tax purposes was determined by applying statutory income tax rates to pre-tax income after adjusting for discrete items.
The net income for the three-month period ended March 31, 2026 was $0.3 million, a decrease of $2.5 million from the $2.8 million of net income reported during the comparable 2025 period, primarily due to higher SG&A costs and lower gross margin, as described above.
Liquidity and Capital Resources
At March 31, 2026, the Company had working capital, which represents current assets less current liabilities, of $143.0 million, a decrease of $3.2 million from the working capital of $146.2 million at December 31, 2025. The decrease in working capital is primarily attributable to the decrease in cash and increase in accounts payable due to higher inventory purchases at year end.
Inventories and trade receivables are principal components of current assets. At March 31, 2026, the Company had inventories of $130.7 million, a decrease of $5.2 million from $135.9 million at December 31, 2025. The Company’s ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company’s ability to source CFC and HCFC based refrigerants (which are no longer being produced) and HFC refrigerants (with newly manufactured production currently in the process of being phased down) and HFO refrigerants.
At March 31, 2026, the Company had trade receivables, net of allowance for credit losses, of $33.5 million, an increase of $16.4 million from $17.1 million at December 31, 2025, mainly due to seasonal timing. The Company typically generates its most significant revenue during the second and third quarters of any given year. The Company’s trade receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigeration industry that are primarily located in the continental United States. The Company has historically financed its working capital requirements through cash flows from operations, debt, and the issuance of equity securities.
Net cash used in operating activities for the three-month period ended March 31, 2026 was $12.8 million, compared to net cash provided by operating activities of $14.2 million for the comparable 2025 period. This change is primarily driven by the timing of inventories, lower of cost net reserve, trade receivable, accounts payable and accrued expenses.
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Net cash used in investing activities for the three-month period ended March 31, 2026 was $1.1 million compared with net cash used in investing activities of $1.4 million for the comparable 2025 period, mainly due to timing of capital expenditures related to capitalization of the Company’s ERP system.
Net cash used in financing activities for the three-month period ended March 31, 2026 was $6.2 million compared with net cash used in financing activities of $1.8 million for the comparable 2025 period. The variance is mainly due to the excess tax on benefits from the exercise of options for $3.7 million and the repurchase of 416,480 shares of Company common stock, at a cost of $2.5 million for the period ended March 31, 2026.
At March 31, 2026, cash and cash equivalents were $19.4 million, or approximately $20.1 million lower than the $39.5 million of cash and cash equivalents at December 31, 2025.
Revolving Credit Facility
On March 2, 2022, Hudson Technologies Company (“HTC”) and Hudson Holdings, Inc. (“Holdings”), as borrowers (collectively, the “Borrowers”), and Hudson Technologies, Inc. (the “Company”) as a guarantor, entered into an Amended and Restated Credit Agreement (the “Amended Wells Fargo Facility”) with Wells Fargo Bank, National Association, as administrative agent and lender (“Agent” or “Wells Fargo”) and such other lenders as have or may thereafter become a party to the Amended Wells Fargo Facility. The Amended Wells Fargo facility amended and restated the prior Wells Fargo Facility entered into on December 19, 2019.
Under the terms of the Amended Wells Fargo Facility, the Borrowers: (i) immediately borrowed $15 million in the form of a “first in last out” term loan (the “FILO Tranche”) and (ii) could initially borrow from time to time, up to $75 million at any time consisting of revolving loans (the “Revolving Loans”) in a maximum amount up to the lesser of $75 million and a borrowing base that is calculated based on the outstanding amount of the Borrowers’ eligible receivables and eligible inventory, as described in the Amended Wells Fargo Facility. The Amended Wells Fargo Facility also initially contained a sublimit of $9 million for swing line loans and $2 million for letters of credit. The Company currently has $1.3 million of letters of credit outstanding. The FILO Tranche was repaid in full in July 2023 and may not be reborrowed.
Amounts borrowed under the Amended Wells Fargo Facility may be used for working capital needs, certain permitted acquisitions, and to reimburse drawings under letters of credit.
Interest under the Amended Wells Fargo Facility is payable in arrears on the first day of each month. Interest charges with respect to Revolving Loans are computed on the actual principal amount of Revolving Loans outstanding at a rate per annum equal to (A) with respect to Base Rate loans, the sum of (i) a rate per annum equal to the higher of (1) 1.0%, (2) the federal funds rate plus 0.5%, (3) one month term SOFR plus 1.0%, and (4) the prime commercial lending rate of Wells Fargo, plus (ii) between 1.25% and 1.75% depending on average monthly undrawn availability and (B) with respect to SOFR loans, the sum of the applicable SOFR rate plus between 2.36% and 2.86% depending on average quarterly undrawn availability. The Amended Wells Fargo Facility also includes a monthly unused line fee ranging from 0.35% to 0.75% per annum determined based upon the level of average Revolving Loans outstanding during the immediately preceding month measured against the total Revolving Loans that may be borrowed under the Amended Wells Fargo Facility.
In connection with the closing of the Amended Wells Fargo Facility, the Company also entered into a First Amendment to Guaranty and Security Agreement, dated as of March 2, 2022 (the “Amended Revolver Guaranty and Security Agreement”), pursuant to which the Company and certain subsidiaries are continuing to unconditionally guarantee the payment and performance of all obligations owing by Borrowers to Wells Fargo, as Agent for the benefit of the revolving lenders. Pursuant to the Amended Revolver Guaranty and Security Agreement, Borrowers, the Company and certain other subsidiaries are continuing to grant to the Agent, for the benefit of the Wells Fargo Facility lenders, a security interest in substantially all of their respective assets, including receivables, equipment, general intangibles (including intellectual property), inventory, subsidiary stock, real property, and certain other assets.
The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $5 million, of which at least $3 million must be derived from availability. The Amended Wells Fargo Facility also contains a springing covenant, which takes effect only upon a failure to maintain undrawn availability of at least $11.25 million or upon an election by the Borrowers to increase the inventory component of the borrowing base, requiring the Company to maintain a Fixed Charge Coverage Ratio (FCCR) of not less than 1.00 to 1.00, as of the end of each trailing period of twelve consecutive months commencing with the month prior to the triggering of the covenant. The FCCR (as defined in the Wells Fargo Facility) is the ratio of (a) EBITDA for such period, minus unfinanced capital expenditures made during such period, to (b) the aggregate amount of (i) interest expense required to be paid (other than interest paid-in-kind, amortization of financing fees, and other non-cash interest expense) during such period, (ii) scheduled principal payments (but excluding principal payments relating to outstanding Revolving Loans under the Amended Wells
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Fargo Facility), (iii) all net federal, state, and local income taxes required to be paid during such period (provided, that any tax refunds received shall be applied to the period in which the cash outlay for such taxes was made), (iv) all restricted payments paid (as defined in the Amended Wells Fargo Facility) during such period, and (v) to the extent not otherwise deducted from EBITDA for such period, all payments required to be made during such period in respect of any funding deficiency or funding shortfall with respect to any pension plan. The FCCR covenant ceases after the Borrowers have been in compliance therewith for two consecutive months.
The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on the Borrowers’ ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.
On June 6, 2024, the Borrowers and the Company entered into a First Amendment to Amended and Restated Credit Agreement and Limited Consent (the “First Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. Pursuant to the First Amendment, Wells Fargo and the other lenders consented to the consummation of the USA Refrigerants Acquisition and made certain other technical amendments to the existing Amended Wells Fargo Facility, including the calculation of the borrowing base thereunder. The First Amendment also provided for permitted stock repurchases by the Company in an amount not to exceed $5 million per calendar year, and $15 million in aggregate over the term of the Amended Wells Fargo Facility, upon satisfaction of certain conditions.
On October 23, 2024, the Borrowers and the Company entered into a Second Amendment to Amended and Restated Credit Agreement dated October 23, 2024 (the “Second Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Second Amendment amended the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $10 million per calendar year in each of 2024 and 2025 and $5 million in any calendar year thereafter during the term of the Amended Wells Fargo Facility, upon satisfaction of certain conditions, subject to an aggregate cap of $25 million.
On June 23, 2025, the Borrowers and the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Third Amendment reduced the amount of Revolving Loans that may be made under the Amended Wells Fargo Facility from $75 million to $40 million, and also provided for the reduction of the letter of credit sublimit from $2 million to $1.5 million. The Third Amendment also amended certain other thresholds and sub-limits in the Amended Wells Fargo Facility, as further specified therein.
On November 25, 2025, the Borrowers and the Company entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with Wells Fargo and the lenders under the Amended Wells Fargo Facility. The Fourth Amendment amended the provision relating to permitted stock repurchases by the Company, to permit stock repurchases in an amount not to exceed $20 million per calendar year in each of 2025 and 2026 and $5 million in any calendar year thereafter during the term of the Wells Fargo Facility, upon satisfaction of certain conditions, and made certain other technical changes.
The commitments under the Amended Wells Fargo Facility will expire and the full outstanding principal amount of the loans, together with accrued and unpaid interest, are due and payable in full on March 2, 2027, unless the commitments are terminated and the outstanding principal amount of the loans are accelerated sooner following an event of default or in the event of certain other cross-defaults.
At March 31, 2026, the Company had borrowing availability of approximately $40 million from the Amended Wells Fargo Facility and no balance was outstanding.
The Company was in compliance with all covenants under the Amended Wells Fargo Facility as of March 31, 2026.
The Company’s ability to comply with these covenants in future quarters may be affected by events beyond the Company’s control, including general economic conditions, weather conditions, regulations and refrigerant pricing. Therefore, the Company cannot make any assurance that it will continue to be in compliance during future periods.
The Company believes that it will be able to satisfy its working capital requirements for the foreseeable future from anticipated cash flows from operations and available funds under the Amended Wells Fargo Facility. Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company’s RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future would adversely affect the Company’s future capital needs. There can be no assurance that any of
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the Company’s proposed or future plans will be successful, and as such, the Company may require additional capital sooner than anticipated, which capital may not be available on acceptable terms, or at all.
Reliance on Suppliers and Customers
The Company participates in an industry that is highly regulated, and changes in the regulations affecting our business could affect our operating results. Currently the Company purchases virgin HCFC and HFC refrigerants and reclaimable, primarily HCFC and CFC, refrigerants from suppliers and its customers. Under the Clean Air Act the phase-down of future production of certain virgin HCFC refrigerants commenced in 2010 and has been fully phased out by the year 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position.
For the three-month periods ended March 31, 2026 and 2025, the United States Defense Logistics Agency (the “DLA”) accounted for greater than 10% of the Company’s revenue and 8% and 23% of the outstanding accounts receivable at March 31, 2026 and December 31, 2025. Revenue from the DLA totaled $7.7 million and $9.4 million for the three-month periods ended March 31, 2026 and March 31, 2025. Accounts receivable from the DLA totaled $2.7 million and $4.3 million as of March 31, 2026 and December 31, 2025, respectively.
The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company’s products or services by any such customer could have a material adverse effect on the Company’s operating results and financial position.
Seasonality and Weather Conditions and Fluctuations in Operating Results
The Company’s operating results vary from period to period as a result of weather conditions, requirements of potential customers, non-recurring refrigerant and service sales, availability and price of refrigerant products (virgin or reclaimable), changes in reclamation technology and regulations, timing in introduction and/or retrofit or replacement of refrigeration equipment, the rate of expansion of the Company’s operations, and by other factors. The Company’s business is seasonal in nature with peak sales of refrigerants occurring in the first nine months of each year. During past years, the seasonal decrease in sales of refrigerants has resulted in losses particularly in the fourth quarter of the year. In addition, to the extent that there is unseasonably cool weather throughout the spring and summer months, which would adversely affect the demand for refrigerants, there would be a corresponding negative impact on the Company. Delays or inability in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, increased expenses, declining refrigerant prices and a loss of a principal customer could result in significant losses. There can be no assurance that the foregoing factors will not occur and result in a material adverse effect on the Company’s financial position and significant losses. The Company believes that to a lesser extent there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales.
Recent Accounting Pronouncements
See recent accounting pronouncements set forth in Note 1 of the financial statements contained in this report.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
We are exposed to market risk from fluctuations in interest rates on the Amended Wells Fargo Facility. The Amended Wells Fargo Facility is a $40 million secured facility with a $0.0 million outstanding balance as of March 31, 2026. Future interest rate changes on our borrowing under the Amended Wells Fargo Facility may have an impact on our consolidated results of operations.
Refrigerant Market
We are also exposed to market risk from fluctuations in the demand, price and availability of refrigerants. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by the Company, the Company could realize reductions in revenue from refrigerant sales or write-downs of inventory, which could have a material adverse effect on our consolidated results of operations.
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Item 4 - Controls and Procedures
Disclosure Controls and Procedures
The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, the Company’s controls and procedures can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control and misstatements due to error or fraud may occur and not be detected on a timely basis.
Changes in Internal Control over Financial Reporting
Except as described below, there were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the quarter ended March 31, 2026, we implemented a new Enterprise Resource Planning (“ERP”) system. In connection with this ERP system implementation, we updated our internal controls over financial reporting, as necessary, to accommodate the new ERP system. We continue to monitor the impact of this implementation on our processes and procedures, as well as the impact on our internal controls over financial reporting. We do not believe that this ERP system implementation will have an adverse effect on our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company’s current contract with DLA expires in July 2026. In October 2025, the DLA awarded a new five-year contract with a five-year renewal option to the Company (the “2025 DLA Contract”). Following issuance of the new contract, a competitor filed a bid protest at the U.S. Court of Federal Claims, challenging the DLA’s evaluation of proposals and the contract award to the Company. As the recipient of the 2025 DLA Contract, the Company is a party to the bid protest. In response, the DLA is reviewing its evaluation to determine whether corrective action is necessary and has rescinded the 2025 DLA Contract award during this process. While the bid protest and corrective action is pending, the Company will continue providing logistics support under its existing contract which runs through July 2026.
Item 1A – Risk Factors
Please refer to the Risk Factors in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2025. There have been no material changes to such matters during the quarter ended March 31, 2026.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
HUDSON TECHNOLOGIES, INC.
ISSUER PURCHASES OF EQUITY SECURITIES
| | | | | | | | | | |
| | | | | | | | Approximate | ||
| | | | | | | | Dollar Value of | ||
| | | | | | Total Number of | | Shares that May | ||
| | | | | | Shares Purchased | | Yet be Purchased | ||
| | Total Number | | | | as Part of Publicly | | Under the | ||
| | of Shares | | Average Price Paid | | Announced | | Program (millions | ||
Period | | Purchased (1) | | Per Share* | | Program | | of dollars) (2) | ||
| | | | | | | | | | |
January 1-31, 2026 | | — | | | — | | — | | $ | 20.0 |
February 1-28, 2026 | | — | | | — | | — | | $ | 20.0 |
March 1-31, 2026 | | 416,480 | | $ | 5.98 | | 416,480 | | $ | 17.5 |
Total | | 416,480 | | $ | 5.98 | | 416,480 | | $ | 17.5 |
| (1) | On August 6, 2024, the Company announced that its Board of Directors approved a share repurchase program pursuant to which the Company may purchase up to $10 million in shares of the Company’s common stock during 2024 and 2025 (the “Repurchase Program”). Under the terms of the Repurchase Program, the Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans, in each case, during an “open window” and when the Company does not possess material non-public information. The timing and actual number of shares repurchased under the Repurchase Program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The Repurchase Program may be modified, suspended or discontinued at any time without prior notice. Repurchases under the Repurchase Program may be funded from the Company’s existing cash and cash equivalents, and future cash flow. On October 25, 2024, the Company announced that its Board of Directors approved an increase to its previously disclosed repurchase program pursuant to which the Company could purchase up to $20 million in shares of the Company’s common stock (consisting of up to $10 million in shares during each of calendar year 2024 and 2025) (as amended, the “Repurchase Program”). |
| (2) | On December 1, 2025, the Company announced that its Board of Directors approved an increase to the Company’s share repurchase authorization pursuant to which the Company could purchase up to $20 million in shares of the Company’s common stock during calendar year 2025, an increase from up to $10 million of outstanding common stock previously authorized for 2025. Furthermore, the Board of Directors authorized the Company to repurchase up to $20 million of outstanding common stock in calendar year 2026. |
*Average Price Paid Per Share does not include commissions
Item 5 – Other Information
No director or officer of the Company adopted or terminated a
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Item 6 - Exhibits
Exhibit | | Description |
| | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| | |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| | |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| | |
101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T | |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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 thereunto duly authorized.
| | HUDSON TECHNOLOGIES, INC. | ||
| | | | |
| By: | /s/ Kenneth Gaglione | | May 11, 2026 |
| | Kenneth Gaglione | | Date |
| | Chairman of the Board, President and Chief Executive Officer | | |
| | | | |
| By: | /s/ Brian J. Bertaux | | May 11, 2026 |
| | Brian J. Bertaux | | Date |
| | Chief Financial Officer | | |
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