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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): May 8, 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 May 8, 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 No. | | Description |
| | | |
| 99.1 | | Press Release dated May 8, 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: May 8, 2026 | By: | /s/ Donna Vigilante |
| | | Donna Vigilante |
| | | President |
| | | |
EXHIBIT 99.1
United-Guardian Reports First Quarter Results
HAUPPAUGE, N.Y., May 08, 2026 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) announced today the financial results for the first quarter of 2026. First quarter sales increased from $2,481,127 in 2025 to $2,872,222 in 2026, with net income increasing from $560,895 ($0.12 per share) to $818,902 ($0.18 per share).
Donna Vigilante, President of United-Guardian, stated, “I am happy to report that sales and earnings increased in the first quarter of 2026 compared with the first quarter of 2025. Our financial performance was primarily driven by increased sales of both our pharmaceuticals and cosmetic ingredients. Pharmaceutical sales rose by 24% in the first quarter of 2026, driven primarily by increased demand for Renacidin®, our most important pharmaceutical product. Sales of our cosmetic ingredients increased by 21%, with the increase primarily attributable to an increase in purchases by our largest cosmetic ingredient distributor, Ashland Specialty Ingredients (“ASI”). ASI’s purchases increased by 45% in the first quarter of 2026 compared with the first quarter of 2025. The lower purchases by ASI in 2025 were primarily the result of ASI carrying excess inventory, which suppressed its purchase levels. This excess inventory has now been worked off, and they have resumed regular purchase levels.”
“In addition to the increase in sales, our income for the quarter was also supplemented by settlement income we recognized from the contract manufacturer (“CM”) of Renacidin in connection with an unexpected shutdown at the CM’s facility in late 2023, which resulted in lost Renacidin sales.”
“With ASI resuming its regular purchasing pattern, new distribution agreements in place, increased emphasis on expanding our “natural” product lines, and our ongoing project to increase outreach and market penetration for Renacidin, we are optimistic that our sales will continue to increase in 2026.”
United-Guardian is a manufacturer of cosmetic ingredients, pharmaceuticals, medical lubricants, and sexual wellness ingredients.
| | 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 FOR THE
THREE MONTHS ENDED
MARCH 31, 2026 AND 2025
UNITED-GUARDIAN, INC.
STATEMENTS OF INCOME
(UNAUDITED) |
| | | Three Months Ended March 31, |
| | | 2026 | | | 2025 |
| | | | | | | | |
| Net sales | | $ | 2,872,222 | | | $ | 2,481,127 |
| | | | | | | | |
| Costs and expenses: | | | | | | | |
| Cost of sales | | | 1,447,789 | | | | 1,123,076 |
| Operating expenses | | | 666,963 | | | | 632,735 |
| Research and development | | | 115,021 | | | | 114,394 |
| Total costs and expenses | | | 2,229,773 | | | | 1,870,205 |
| Income from operations | | | 642,449 | | | | 610,922 |
| | | | | | | | |
| Other income: | | | | | | | |
| Investment income | | | 69,814 | | | | 84,687 |
| Net gain on marketable securities | | | 17,742 | | | | 12,350 |
| Settlement income | | | 303,133 | | | | --- |
| Total other income | | | 390,689 | | | | 97,037 |
| | | | | | | | |
| Income before provision for income taxes | | | 1,033,138 | | | | 707,959 |
| | | | | | | | |
| Provision for income taxes | | | 214,236 | | | | 147,064 |
| Net income | | $ | 818,902 | | | $ | 560,895 |
| | | | | | | | |
| Earnings per common share (basic and diluted) | | $ | 0.18 | | | $ | 0.12 |
| | | | | | | | |
| Weighted average shares (basic and diluted) | | | 4,594,319 | | | | 4,594,319 |
