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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 27, 2026
_______________________________
United-Guardian, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-10526 | 11-1719724 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
230 Marcus Boulevard
Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
(631) 273-0900
(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:
| ☐ | 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 Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.10 par value per share | UG | NASDAQ Global 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 27, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | | Description |
| | | |
| 99.1 | | Press Release dated March 27, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | United-Guardian, Inc. |
| | | |
| | | |
| Date: March 27, 2026 | By: | /s/ Donna Vigilante |
| | | Donna Vigilante |
| | | President |
| | | |
EXHIBIT 99.1
United-Guardian Reports 2025 Financial Results
HAUPPAUGE, N.Y., March 27, 2026 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) reported that net sales and net income for FY 2025 decreased compared to FY 2024. Net sales for the year decreased by 13% from $12,181,971 in 2024 to $10,545,468 in 2025, generating net income of $3,250,875 ($0.71 per share) in 2024 compared to $2,105,738 ($0.46 per share) in 2025.
Donna Vigilante, President of United-Guardian, stated, “Our financial performance in 2025 was primarily impacted by the decrease in sales of our cosmetic ingredients. One of the issues we faced was excess inventory held by our largest cosmetic ingredient distributor, Ashland Specialty Ingredients (“ASI”). The inventory overstock led to reduced order quantities from ASI throughout the year. The situation was further impacted by decreased global demand for our products, particularly in China, where heightened competition from local Asian producers, and the impact of global tariffs, negatively impacted sales. In response to these challenges, we have been collaborating closely with our distributor in China to regain lost market share, offering competitive pricing where feasible, differentiating our products from the competition, and exploring new markets where cost pressures are less pronounced.”
“On a positive note, sales of pharmaceuticals and medical lubricants increased in 2025 compared to 2024, by 15% and by 4%, respectively. The increase in medical lubricants was driven by greater demand from two of our large contract manufacturer customers in China. The increase in pharmaceutical sales resulted from an increase in sales to all three of our national drug wholesalers, combined with a decrease in Medicare rebates. In 2025 we initiated a new marketing strategy to expand the domestic sales of Renacidin® by increasing awareness of Renacidin and seeking its inclusion on additional drug formularies. I am happy to report that we recently received approval from two major pharmacy benefit managers. We believe that having Renacidin available on additional drug formularies will enhance patient access and will support the product’s long-term commercial growth. We are optimistic that this initiative, along with the new marketing and distribution agreements we entered into in 2025 for our cosmetic ingredients, will result in increased sales in the coming years.”
United-Guardian is a manufacturer of cosmetic ingredients, sexual wellness ingredients, pharmaceuticals, and medical lubricants.
| Contact: | Donna Vigilante |
| | (631) 273-0900 |
| | dvigilante@u-g.com |
NOTE: This press release contains both historical and "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about the company’s expectations or beliefs concerning future events, such as financial performance, business prospects, and similar matters, are being made in reliance upon the “safe harbor” provisions of that Act. Such statements are subject to a variety of factors that could cause our actual results or performance to differ materially from the anticipated results or performance expressed or implied by such forward-looking statements. For further information about the risks and uncertainties that may affect the company’s business please refer to the company's reports and filings with the Securities and Exchange Commission.
FINANCIAL RESULTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
STATEMENTS OF INCOME | |
| | | Years ended December 31, | |
| | | 2025 | | | 2024 | |
| | | | | | | | | |
| Net sales | | $ | 10,545,468 | | | $ | 12,181,971 | |
| | | | | | | | | |
| Costs and expenses: | | | | | | | | |
| Cost of sales | | | 5,404,328 | | | | 5,721,584 | |
| Operating expenses | | | 2,434,148 | | | | 2,356,819 | |
| Research and development | | | 463,644 | | | | 456,779 | |
| Total costs and expenses | | | 8,302,120 | | | | 8,535,182 | |
| Income from operations | | | 2,243,348 | | | | 3,646,789 | |
| Other income: | | | | | | | | |
| Investment income | | | 365,308 | | | | 434,679 | |
| Net gain on marketable securities | | | 34,359 | | | | 26,989 | |
| Total other income | | | 399,667 | | | | 461,668 | |
| | | | | | | | | |
| Income before provision for income taxes | | | 2,643,015 | | | | 4,108,457 | |
| | | | | | | | | |
| Provision for income taxes | | | 537,277 | | | | 857,582 | |
| Net income | | $ | 2,105,738 | | | $ | 3,250,875 | |
| | | | | | | | | |
| Earnings per common share (basic and diluted) | | $ | 0.46 | | | $ | 0.71 | |
| | | | | | | | | |
| Weighted average shares (basic and diluted) | | | 4,594,319 | | | | 4,594,319 | |
| | | | | | | | | |
BALANCE SHEET DATA (condensed)
| |
| | | December 31, | |
| | | 2025 | | | 2024 | |
| | | | | | | |
| Current assets: | $ | 12,201,397 | | $ | 12,665,551 | |
| Deferred tax asset, net | | --- | | | 175,397 | |
| Property, plant, and equipment, net | | 907,182 | | | 956,387 | |
| Total assets | | 13,108,579 | | | 13,797,335 | |
| | | | | | | |
| Current liabilities: | | 1,669,321 | | | 1,914,469 | |
| Deferred tax liability, net | | 207,246 | | | --- | |
| Total liabilities | | 1,876,567 | | | 1,914,469 | |
| | | | | | | |
| Stockholders’ equity | | 11,232,012 | | | 11,882,866 | |
| Total liabilities and stockholders’ equity | $ | 13,108,579 | | $ | 13,797,335 | |