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0000925528
HUDSON TECHNOLOGIES INC /NY
0000925528
2026-01-30
2026-01-30
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) |
January 30, 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) |
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)) |
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 |
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 |
Appointment of Executive Officer
On
January 30, 2026, the Board of Directors of Hudson Technologies, Inc. (the “Company”) appointed Robert A. Stoody as the Company’s
Senior Vice President - Operations.
Mr. Stoody, age 42, has served
in various executive roles with the Company since January 2015. Prior to his appointment as Senior Vice President - Operations in January
2026, he served as Vice President of Supply Chain from August 2025 through December 2025, and as Vice President, Military and Gases Division
from January 2015 through November 2025. Mr. Stoody’s previous roles included serving as President of Compressed Cylinder Services,
Inc. from 2012 until its acquisition by the Company in 2015, and as Executive Vice President of Stoody Industrial & Welding Supply,
Inc. from 2002 until 2012. Mr. Stoody holds an A.A. degree from San Diego Mesa College.
Employment Agreement
The Company’s subsidiary
Hudson Technologies Company previously entered into an agreement with Robert A. Stoody dated November 2, 2021, which remains in effect.
Pursuant to the agreement
Mr. Stoody has agreed to certain covenants and restrictions, which include an agreement that Mr. Stoody will not compete with the Company
in the United States for a period of six months after his termination for any reason. The agreement also provides that in the event of
his involuntary separation without cause, or in the event of his voluntary separation for a good reason as enumerated in the agreement,
Mr. Stoody will receive severance payments, in the form of the continuation of his annual base salary and benefits for a period of six
months, and a lump sum payment, subject to performance criteria, equivalent to the highest bonus paid to him in the three years prior
to his termination, pro-rated to the date of his termination. In addition, the agreement provides that in the event of his involuntary
separation without cause, or in the event of his voluntary separation for a good reason as enumerated in the agreement, all stock options,
stock appreciation rights, and any similar rights which Mr. Stoody holds on the date of termination of employment shall become fully vested
and be exercisable on the date of termination of employment, and shall remain exercisable following the termination of employment until
(i) expiration of the six month severance period, (ii) termination of severance benefits due to a breach of the agreement by Mr. Stoody,
or (iii) expiration of the original term of the stock option, stock appreciation right or similar right, whichever first occurs.
The description of the agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit
10.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1 |
Agreement dated as of November 2, 2021 between Hudson Technologies Company and Robert A. Stoody |
| 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: February 2, 2026
| |
HUDSON TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/ Brian J. Bertaux |
| |
|
Name: |
Brian J. Bertaux |
| |
|
Title: |
Chief Financial Officer & Secretary |
