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0000925528
HUDSON TECHNOLOGIES INC /NY
0000925528
2026-04-10
2026-04-10
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) |
April 10, 2026 |
|
Hudson
Technologies, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
|
New York |
| (State or Other Jurisdiction of Incorporation) |
| 1-13412 |
|
13-3641539 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey |
|
07677 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
|
(845) 735-6000 |
| (Registrant's Telephone Number, Including Area Code) |
| |
|
Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
HDSN |
Nasdaq Capital Market |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of New Directors
On
April 10, 2026, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”)
of Hudson Technologies, Inc. (the “Company”) elected Alan Sheriff and Jeffrey R. Feeler to the Board, effective immediately.
Mr. Sheriff’s term will expire at the Company’s annual meeting of stockholders expected to be held in June 2026
and Mr. Feeler’s term will expire at the Company’s annual meeting of stockholders expected to be held in June 2027.
Mr. Sheriff has been initially appointed to serve on the Nominating and Governance Committee of the Board and Mr. Feeler has
been initially appointed to serve on the Audit Committee of the Board as its Chair. There are no arrangements or understandings between
Mr. Sheriff or Mr. Feeler and any other persons pursuant to which he was elected as a director. Upon the recommendation of the
Nominating and Governance Committee, the Board has determined that Mr. Sheriff and Mr. Feeler each qualify as an independent
director within the meaning of the listing standards of the Nasdaq Stock Market. Additionally, there are no transactions involving the
Company and Mr. Sheriff or Mr. Feeler that the Company would be required to report pursuant to Item 404(a) of Regulation
S-K.
Mr. Sheriff,
age 66, currently serves as Chief Executive Officer of Catalyst Capital Markets, a position he has held since May 2024. From January 2020
to July 2024, he was Vice Chairman of the Corporate & Institutional Bank of PNC Financial Services Group, the sixth largest
bank in the country. Mr. Sheriff co-founded Solebury Capital, an independent equity capital markets advisory firm, in 2005 and served
as its Co-Chief Executive Officer from 2005 until he retired at the end of 2020. Mr. Sheriff also served as a co-founder, director
and sponsor of a successful SPAC franchise, Tailwind Acquisition Corp., that issued three SPACs for approximately $1 billion. Mr. Sheriff
was responsible for developing comprehensive financing structures for three prospective SPAC mergers, two of which successfully closed.
Mr. Sheriff has also served since November 2025 as a director of Tailwind 2.0 Acquisition Corp. (Nasdaq: TDWD). From September 2020
until April 2023, Mr. Sheriff previously served as a director of Tailwind Acquisition Corp. (NYSE: TWND) and Tailwind International
Acquisition Corp (NYSE: TWNI). Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse
First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired
Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001
to 2005. He began his career at Salomon Brothers Inc, where he worked from 1983-1992. Mr. Sheriff has more than forty years of comprehensive
buy and sell-side finance experience spanning investment banking, capital raising, private and public equities, M&A and venture capital
investing.
Mr. Feeler,
age 56, currently serves as Principal of On Point Consulting Solutions, LLC, where he advises investors and boards of directors on strategy
and transaction-related issues. He also currently serves as a director of Tetra Tech, Inc. (Nasdaq: TTEK) and two privately-held
companies in the environmental sector. From 2013 to 2022, prior to the entity’s sale, he served as Chairman and Chief Executive
Officer of US Ecology, Inc., a Nasdaq-listed environmental services company focused on industrial waste treatment, disposal, recycling
and related industrial and emergency response services, where he held a variety of increasingly senior positions after joining that company
in 2006. Prior thereto, Mr. Feeler worked in financial management positions at MWI Veterinary Supply, Inc., Albertsons Companies, Inc.
and Hewlett Packard Enterprise Company. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Feeler has over 30
years of experience as a business and finance leader, including over 20 years of experience in the waste treatment, disposal and recycling
industries.
Mr. Sheriff
and Mr. Feeler will be compensated in accordance with the Company’s standard non-employee director compensation policy. In
addition, on April 10, 2026, Mr. Sheriff and Mr. Feeler each received a grant of 4,065 shares of Company common stock.
Such share grants will vest immediately.
Resignation
of Director
On
April 10, 2026, in accordance with the Company’s Non-Executive Director Retirement Policy, the Board accepted an offer of resignation
from Vincent P. Abbatecola, effective immediately. Mr. Abbatecola’s resignation was not the result of any disagreement with
the Company as referenced in Item 5.02(a) of Form 8-K.
Appointment
of Lead Independent Director
On
April 10, 2026, in conjunction with the resignation from Vincent P. Abbatecola, the Company appointed Richard Parrillo as its Lead
Independent Director, effective immediately.
| Item 7.01. | Regulation FD Disclosure. |
On
April 13, 2026, the Company issued a press release announcing changes to its Board. A copy of the press release is furnished herewith
as Exhibit 99.1.
The
information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press Release issued April 13,
2026 |
| | Exhibit 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 13, 2026
| |
HUDSON TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/ Brian J. Bertaux |
| |
Name: |
Brian J. Bertaux |
| |
Title: |
Chief Financial Officer & Secretary |
Exhibit 99.1

HUDSON TECHNOLOGIES
ANNOUNCES ELECTION OF ALAN SHERIFF AND
JEFFREY FEELER
AS INDEPENDENT DIRECTORS
- Appointments
Add Capital Markets and Operational Expertise
Woodcliff Lake,
NJ –April 13, 2026– Hudson Technologies, Inc. (NASDAQ: HDSN) (“Hudson”; “the Company”)
a leading provider of innovative and sustainable refrigerant products and services to the Heating, Ventilation, Air Conditioning and
Refrigeration Industry – and one of the nation’s largest refrigerant reclaimers – today announced the appointment of
Alan Sheriff and Jeffrey Feeler to the Company’s board of directors.
Alan brings 40
years of buyside and sell-side financial experience spanning investment banking, capital raising, private and public equities, M&A
and venture capital investing. He is currently Chief Executive Officer of Catalyst Capital Markets, a firm specializing in capital markets
advisory and transaction management. Previously he was Vice Chairman of the Corporate & Institutional Bank of PNC Financial
Services Group, the sixth largest bank in the U.S. In 2005, Alan founded Solebury Capital, an independent equity capital markets advisory
firm, where he served as Co-Chief Executive Officer until his retirement in 2020. Prior to founding Solebury Capital, Alan held several
senior-level positions at Credit Suisse First Boston, including as Co-Head of Equity Capital Markets for the Americas. He also chaired
Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001-2005.
He began his career at Salomon Brothers. Mr. Sheriff is a board director at Tailwind 2.0 Acquisition Corp., a Nasdaq-listed company.
Jeff has more than
30 years’ experience in senior operational and financial roles, including 20 years in the recycling, waste treatment and disposal
industries. Most recently he served as Chairman and Chief Executive Officer of Nasdaq-listed US Ecology Inc., an environmental services
company focused on industrial waste treatment, disposal, recycling and related industrial and emergency response services. He joined
US Ecology in 2006 and progressed through senior roles of increasing responsibility culminating in his appointment as Chairman and CEO,
a position he held from 2013 through the company’s sale in 2022. Earlier in his career he worked in financial management roles
at MWI Veterinary Supply, Inc., Albertsons Companies, Inc., and Hewlett Packard Enterprise Company. Mr. Feeler serves
on the board of Tetra Tech, a Nasdaq-listed company, as well as on the boards of two privately held entities in the environmental sector.
Ken Gaglione, President
and Chief Executive Officer of Hudson Technologies commented, “We’re pleased to welcome Alan and Jeff to the Hudson Board
of Directors. Alan brings extensive financial and capital markets experience, and we are confident the Company will benefit from his
expertise going forward as we execute our strategic growth initiatives. We remain focused on growing our core businesses of refrigerant
sales, reclamation and services and believe that Alan will provide valuable perspective and insight as we identify the best pathways
to optimizing our go-to-market approach.
“Likewise,
we believe Jeff’s public-company leadership of US Ecology, Inc. a well-respected provider of environmental services, recycling
and industrial and emergency response services will strengthen our board’s capabilities as we move into Hudson’s next chapter.
Jeff’s wide-ranging knowledge and track record of success as an operational and financial leader in an adjacent industry will enable
him to provide a unique and effective viewpoint as we implement our growth strategy moving forward.”
In addition, on
April 10 the board accepted the resignation from Vincent Abbatecola, effective immediately.
“On behalf
of the Board, and all Hudson employees, I want to extend our sincere thanks to Vinnie for his more than three decades of service
and strong counsel to the Company. Vinnie was an instrumental member of the board, supporting Hudson’s mission from the beginning.
His clear vision, leadership, financial acumen, and principled approach to business guided Hudson through its formative years and helped
build it into the company we know today. We would not be in the strong position we are today without Vinnie’s many contributions.”
About Hudson Technologies
Hudson
Technologies, Inc. is a leading provider of innovative and sustainable refrigerant products and services to the Heating Ventilation
Air Conditioning and Refrigeration industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment
by becoming one of the first in the United States and 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 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, consisting of system decontamination to remove moisture, oils and other contaminants. The Company’s SmartEnergy
OPS® service is a web-based real time continuous monitoring service applicable to a facility’s refrigeration systems and other
energy systems. The Company’s Chiller Chemistry® and Chill Smart® services are also predictive and diagnostic service offerings.
As a component of the Company’s products and services, the Company also generates carbon offset projects.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
Statements
contained herein which are not historical facts constitute forward-looking statements. 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 existing
credit facilities, 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 10-K
for the year ended December 31, 2025 and other subsequent filings with the Securities and Exchange Commission. 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.
| Investor Relations Contact: |
|
Company Contact: |
| John Nesbett/Jennifer Belodeau |
|
Brian Bertaux, CFO |
| IMS Investor Relations |
|
Hudson Technologies, Inc. |
| (203) 972-9200 |
|
(845) 735-6000 |
| hudson@imsinvestorrelations.com |
|
bbertaux@hudsontech.com |