false
0000925528
HUDSON TECHNOLOGIES INC /NY
0000925528
2026-05-18
2026-05-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
May 18, 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 7.01 | Regulation FD Disclosure. |
On May 18, 2026, Hudson Technologies, Inc. (the
“Company”) issued a press release announcing purchases of Company common stock by certain members of Company’s
management and each member of the board of directors. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 |
Press Release issued May 18, 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: May 18, 2026
| |
HUDSON TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ Brian J. Bertaux |
| |
Name: |
Brian J. Bertaux |
| |
Title: |
Chief Financial Officer & Secretary |
Exhibit 99.1
HUDSON TECHNOLOGIES ANNOUNCES OPEN MARKET SHARE
PURCHASES BY THE BOARD AND SENIOR MANAGEMENT
Woodcliff Lake, NJ – May 18, 2026–
Hudson Technologies, Inc. (NASDAQ: HDSN) (“Hudson”; or “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 all members of its board and
certain members of senior management have increased their positions in Hudson Technologies common stock with open market stock purchase
transactions.
“Hudson’s long-term potential
is being realized through disciplined investment in our core business, allowing us to capitalize on the regulatory-driven scarcity of
HFCs expected under the AIM act, and strengthen our leadership position in the refrigerants market. At the same time, we intend to expand
our services platform to reduce seasonality and diversify our earnings profile reducing the impact of short-term refrigerant price volatility.
We are committed to increased transparency and disciplined execution, and these share purchases reflect the Board’s and management’s
confidence in the strength of our business, the opportunities ahead of us, and our strategy to drive sustainable growth and shareholder
value,” commented Ken Gaglione, President and Chief Executive Officer of Hudson Technologies.
Lead Independent Director Rich Parrillo,
commenting on Hudson’s renewed direction, stated, “Hudson is entering an exciting period of growth with strong leadership,
a clear strategy, and a renewed focus on driving shareholder value. The entire board has tremendous confidence in Ken Gaglione and
our management team to execute our business plan. These purchases, by every board member, reflect the Board’s commitment to align
closely with shareholders as we continue positioning Hudson for growth.”
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: John Nesbett/Jennifer Belodeau
IMS Investor Relations (203) 972-9200
hudson@imsinvestorrelations.com |
Company Contact: Brian Bertaux, CFO Hudson Technologies, Inc. (845) 735-6000 bbertaux@hudsontech.com |