NASDAQ false 0001826600 0001826600 2026-03-12 2026-03-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 12, 2026
Montauk Renewables, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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1-39919 |
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85-3189583 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5313 Campbells Run Road
Suite 200
Pittsburgh, PA 15205
(Address of principal executive offices) (ZIP Code)
Telephone: (412) 747-8700
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Common Stock, $0.01 par value per share |
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MNTK |
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The 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 2.02 |
Results of Operations and Financial Condition. |
On March 12, 2026, Montauk Renewables, Inc. filed a headline earnings per share (“HEPS”) report with the Johannesburg Stock Exchange (“JSE”), a self-regulatory organization in South Africa, that includes certain historical financial information for the fiscal year ended December 31, 2025. The HEPS report was prepared for the purpose of complying with the reporting requirements of the JSE. A copy of the HEPS report is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit
No. |
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Description |
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| 99.1 |
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HEPS report, as filed with the JSE, for the fiscal year ended December 31, 2025 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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MONTAUK RENEWABLES, INC. |
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| Dated: March 12, 2026 |
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By: |
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/s/ Kevin A. Van Asdalan |
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Name: |
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Kevin A. Van Asdalan |
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Title: |
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Chief Financial Officer |
Exhibit 99.1
MONTAUK RENEWABLES, INC.
Incorporated in the United States of
America
Company number: 85-3189583
NASDAQ share code: MNTK
JSE share code: MKR
ISIN: US61218C1036
(“Montauk Renewables” or the
“Company”)
AUDITED CONSOLIDATED RESULTS
For
the year ended 31 December 2025
Dollar amounts presented herein are in United States Dollars
SALIENT FEATURES
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2025 |
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2024 |
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Percentage
change |
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| Revenue |
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($‘000) |
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176 382 |
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175 736 |
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0.4 |
% |
| EBITDA |
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($‘000) |
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32 301 |
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40 969 |
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(21.2 |
%) |
| Headline earnings |
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($‘000) |
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4 358 |
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11 002 |
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(60.4 |
%) |
| Earnings per share |
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($) |
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0.01 |
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0.07 |
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(85.7 |
%) |
| Headline earnings per common share |
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($) |
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0.03 |
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0.08 |
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(62.5 |
%) |
| Net asset value per common share |
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($) |
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1.84 |
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1.79 |
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2.8 |
% |
DECLARATION OF CASH DIVIDEND
The directors have resolved not to declare a final dividend to focus financial resources on the continued development of the Company’s operations
portfolio.
USE OF NON-GAAP MEASURES
This report was prepared for the purpose of complying with the reporting requirements of the Johannesburg Stock Exchange and includes certain non-GAAP measures, such as headline earnings and headline earnings per common share, and related reconciliations.
Reconciliation of headline earnings
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2025 |
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2024 |
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Gross $‘000 |
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Net $‘000 |
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Gross $‘000 |
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Net $‘000 |
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| Net income attributable to common shareholders |
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1 748 |
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9 734 |
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| Adjustments |
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| Loss / (Profit) on disposal of plant and Equipment |
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36 |
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28 |
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(99 |
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(79 |
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| Impairment of plant and equipment |
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3 231 |
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2 582 |
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1 586 |
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1 268 |
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| Gain on disposal of intangible assets |
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99 |
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79 |
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| Headline earnings |
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4 358 |
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11 002 |
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| Basic and headline earnings per common share (US Dollars) |
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| Earnings |
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0.01 |
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0.07 |
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| Headline earnings (2) |
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0.03 |
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0.08 |
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| Weighted-average common shares outstanding (‘000)(1) |
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143 020 |
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142 279 |
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| Diluted earnings per common share (US Dollars) |
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| Earnings (2) |
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0.01 |
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0.07 |
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| Headline earnings (2) |
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0.03 |
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0.08 |
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| Weighted-average common shares outstanding for diluted (‘000) (2) |
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143 076 |
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142 397 |
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| (1) |
The common share outstanding as of December 31, 2025 is as reported in the annual report of Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 11, 2026. |
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The December 31, 2025 and 2024 per share indicators were determined by applying International Financial
Reporting Standards. |
DIRECTORS’ STATEMENT
This short-form announcement is the responsibility of the Company’s Board of Directors and has been prepared in compliance with the JSE Limited Listings
Requirements.
The financial information is only a summary and does not contain full details of the financial results. Any
investment decisions by investors and/or shareholders should be based on information contained in the full announcement, accessible from March 12, 2026, via the JSE link (https://senspdf.jse.co.za/documents/20265/jse/isse/MKRE/YE254.pdf)
or on the SEC’s website at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001826600/000119312526102364/mntk-20251231.htm. The full announcement is also available on the Company’s website
https://ir.montaukrenewables.com/” to comply with paragraph 6.35(c)(i) of the JSE Listings Requirements.
March 12,
2026
Directors: JA Copelyn (Chairman)*###, SF McClain (Chief Executive Officer)#,
MH Ahmed*###, TG Govender*###, J Cunningham*#, Y Shaik* ###
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Non-executive; #United States of America; ### Republic of South Africa
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Company secretary: J Ciroli
Registered
office: 5313 Campbells Run Road, Suite 200, Pittsburgh, PA 15205
Website: https://ir.montaukrenewables.com/
Montauk Renewables is primary listed on the Nasdaq and secondary listed on the JSE.
Sponsor:
Investec Bank Limited
