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What changed in FutureFuel Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FutureFuel Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−356 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-31)

Top changes in FutureFuel Corp.'s 2025 10-K

289 paragraphs added · 356 removed · 148 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe do not believe that the loss of any of these customers would have a material adverse effect on our biofuels segment or on us as a whole in that: (i) biofuels are a commodity with a large potential customer base; (ii) we believe that we could readily sell biofuels to other customers; (iii) the prices we receive from these customers are based upon then-market rates; and (iv) our sales to the customers are not under fixed terms, and the customers have no obligation to purchase any minimum quantities except as stipulated by short term purchase orders. 7 Table of Contents Competition Renewable diesel continues to be a rapidly growing biofuel competing with biodiesel.
Biggest changeWe believe the potential loss of any single customer would not result in a material adverse effect on the Company because: ● Commodity Demand: Biofuels have a broad and active global customer base. ● Market Fungibility: Our products can be readily redirected to alternative buyers. ● Flexible Terms: Sales are not tied to fixed-term obligations, and customers have no minimum purchase requirements beyond individual short-term orders. ● Market-Based Pricing: Revenue is consistently aligned with current market rates.
Our primary strategy regarding our intellectual property portfolio is to appropriately protect all innovations and know-how in order to provide our business segments with a technology-based competitive advantage wherever possible. In the chemicals business segment, custom manufacturing projects are primarily conducted within the framework of confidentiality agreements with each customer to ensure that intellectual property rights are defined and protected.
Our primary strategy regarding our intellectual property portfolio is to appropriately protect all innovations and know-how in order to provide our business segments with a technology-based competitive advantage wherever possible. In the Chemicals segment, custom manufacturing projects are primarily conducted within the framework of confidentiality agreements with each customer to ensure that intellectual property rights are defined and protected.
In the chemicals business segment, performance chemicals are protected utilizing patents, both United States patents and international patents, or maintained as Trade Secrets. In the biofuels business segment, innovations and process know-how are vigorously protected as appropriate. As may be necessary, we will seek to license technologies from third parties that complement our strategic business objectives.
Performance chemicals in the Chemicals segment are protected utilizing patents, both United States patents and international patents, or maintained as trade secrets. In the Biofuels segment, innovations and process know-how are vigorously protected as appropriate. As may be necessary, we seek to license technologies from third parties that complement our strategic business objectives.
ISO 9001 provides a set of standardized requirements for a quality management system, regardless of what the user organization does, its size, or whether it is in the private or public sector. It is the only international standard against which organizations can be certified, although certification is not a compulsory requirement of the standard.
ISO 9001 provides a set of standardized requirements for a quality management system, regardless of what the user organization does, its size, or whether it is in the private or public sector. It is the only international standard against which organizations can be certified, although certification is not a compulsory requirement of the standard. ● Safety First.
We believe that these core competencies, established in support of the legacy chemical business, are applicable to building a technology-based position in biofuels and associated bio-based specialty products and expanding our chemical segment product lines. Research and development expense incurred by us for the years ended December 31, 2024, 2023 and 2022 were $3,993,000, $4,398,000, and $3,415,000, respectively.
We believe that these core competencies, established in support of the legacy chemical business, are applicable to building a technology-based position in biofuels and associated bio-based specialty products and expanding our chemical segment product lines. Research and development expense incurred by us for the years ended December 31, 2025, 2024 and 2023 were $3,866, $3,993, and $4,398, respectively.
We make available free of charge, through the “Investors” section of our Internet website (https://futurefuel-corporation.ir.rdgfilings.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (or the Exchange Act), as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC.
Through the “Investors” section of our site ( https://futurefuel-corporation.ir.rdgfilings.com ), we provide free access to the following documents as soon as reasonably practicable after they are filed with or furnished to the SEC: ● Annual Reports on Form 10-K; ● Quarterly Reports on Form 10-Q; ● Current Reports on Form 8-K; and ● Amendments to reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
Renewable Fuel Volumes (billion Renewable Identification Number ("RINs")* 2024 2025 2026** Cellulosic biofuel 1.09 1.38 - Biomass-based diesel 3.04 3.35 - Advanced biofuel 6.54 7.33 - Renewable fuel 21.54 22.33 - * Units for all volumes are ethanol-equivalent, except for biomass-based diesel volumes, which are expressed as physical gallons.
Renewable Fuel Volumes (billion Renewable Identification Number (“RINs”)) 2025 2026** 2027** Cellulosic biofuel 1.38 1.30 1.36 Biomass-based diesel* 3.35 7.12 7.50 Advanced biofuel 7.33 9.02 9.46 Renewable fuel 22.33 24.02 24.46 Note on Measurement: *Biomass-based diesel volumes are expressed in physical gallons. All other categories are represented in ethanol-equivalent units.
This portfolio includes a family of polymer (nylon and polyester) modifiers, glycerin products, consumer cleaning products, surfactants, and several small-volume specialty chemicals and solvents for diverse applications. 9 Table of Contents Future Strategy We believe we have built a solid reputation as a safe, reliable, cost competitive, and technology-driven chemical producer.
This portfolio includes: ● Polymer Modifiers: Enhancing nylon and polyester for stain resistance and durability. ● Specialty Solvents & Surfactants: Used in industrial and consumer cleaning. ● Glycerin Products: High-purity byproducts refined for diverse specialty applications. Future Strategy We have established a robust reputation as a safe, reliable, and technology-driven producer within the global chemical and biofuels markets.
The Company has on-site emergency response equipment, trained personnel, and preparedness plans in place detailing actions needed to cope with the occurrence of severe weather.
To ensure operational continuity, the Company maintains robust emergency preparedness plans and on-site response equipment, with personnel specifically trained to manage severe weather events.
We also make available free of charge, through the “Investors - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance), the corporate governance guidelines of our board of directors, the charters of each of the committees of our board of directors, and the code of business conduct and ethics for our directors, officers, and employees.
Corporate Governance We are committed to ethical business practices and strong board oversight. The following documents are available in the “Investors - Corporate Governance” section of our website: ● Corporate Governance Guidelines of our board of directors; ● Committee Charters for all standing board committees; and ● Code of Business Conduct and Ethics applicable to all directors, officers, and employees.
As such, we do not monitor or report backlog. Intellectual Property We consider our intellectual property portfolio to be a valuable corporate asset, which we intend to expand and protect globally through a combination of trade secrets, confidentiality and non-disclosure agreements, patents, trademarks, and copyrights.
We believe biodiesel will remain a highly competitive and essential component of the renewable fuel mix, provided that established RFS2 pathways remain eligible for federal and state tax incentives. 11 Table of Contents Intellectual Property We consider our intellectual property portfolio to be a valuable corporate asset, which we intend to expand and protect globally through a combination of trade secrets, confidentiality and non-disclosure agreements, patents, trademarks, and copyrights.
No chemical customer represented greater than 10% of total sales revenue in 2024 or 2023. Competition Historically, there have been significant barriers to entry for competitors with respect to specialty chemicals, primarily due to the fact that the relevant technology and manufacturing capability has been held by a small number of companies.
No chemical customer represented greater than 10% of total sales revenue in 2024. 4 Table of Contents Competition The specialty chemicals industry has historically been characterized by high barriers to entry, driven by the concentration of proprietary technology and complex manufacturing capabilities among a limited number of established suppliers.
Item 1. Business General FutureFuel Corp. (sometimes referred to as the “Company,” “we,” “us,” or “our,” and includes our wholly-owned subsidiaries) is a Delaware corporation, and, through its wholly-owned subsidiary, FutureFuel Chemical Company, manufactures diversified chemical products, bio-based fuel products, and bio-based specialty chemical products. Unless otherwise stated, all dollar amounts other than per share amounts are in thousands.
Item 1. Business OVERVIEW FutureFuel Corp. (“FutureFuel,” the “Company,” “we,” “us,” or “our,” and includes our wholly-owned subsidiaries) is a Delaware corporation operating primarily through our subsidiary, FutureFuel Chemical Company. We manufacture a diverse portfolio of inorganic chemicals, bio-based specialty chemicals, and biofuels in our integrated facility in Batesville, Arkansas.
Substantially all of such research and development expense are related to the development of new products, services, and processes or the improvement of existing products, services, and processes. 11 Table of Contents Environmental Matters Various aspects of our operations are subject to regulation by state and federal agencies.
Substantially all of such research and development expense are related to the development of new products, services, and processes or the improvement of existing products, services, and processes. Environmental Stewardship and Compliance We are committed to operating our facilities in a manner that protects the environment and the health of our employees and the public.
We possess a core competency in chemical processing of bio-based feedstocks and expertise in specialty chemical synthesis and process development. We believe that this positions us favorably as a preferred manufacturer of custom chemicals and sustainable products in growing markets.
As global demand for sustainable products increases, our expertise in specialty chemical synthesis and renewable process development positions us as a preferred manufacturer in green chemistry markets.
Our business produces both crude glycerin and refined glycerin for commercial sales. Crude glycerin is sold into commercially viable uses for the crude product such as construction materials, agricultural and animal feed, and other applications not requiring high purity.
We manage this byproduct in two ways: ● Crude Glycerin: This unrefined product is sold for industrial and agricultural applications that do not require high purity, such as construction materials and animal feed.
We believe that we are well positioned for growth due to the combination of our scale of operations, technical capabilities, on-site utilities and wastewater treatment, reputation, and financial strength. Supply and Distribution Specialty chemicals are generally high unit value products sold in bulk, or low-volume packaged form, and for which distribution is a relatively minor component of cost.
Supply and Distribution Our specialty chemicals are generally high-unit-value products sold either in bulk or as low-volume packaged goods. Due to their high value relative to weight, distribution expenses typically represent a relatively minor component of our total cost structure. ● Global Distribution: Most of our chemical products are sold Free on Board (“FOB”) from our Batesville facility.
Energy Information Administration (“EIA”), biodiesel production capacity decreased to 1,995 million gallons per year from 2,083 million gallons and renewable diesel and other biofuels increased to 4,580 million gallons from 3,897 million gallons in November 2024 as compared to November 2023, respectively. With the capacity growth of renewable diesel and other biofuels, the biodiesel industry has continued to show resilience.
As of late 2024, domestic biodiesel production capacity saw a slight contraction, decreasing to 1,995 MMgy from 2,083 MMgy the previous year. Conversely, capacity for renewable diesel and other biofuels experienced robust growth, surging to 4,580 MMgy from 3,897 MMgy. Despite the rapid expansion of renewable diesel, the conventional biodiesel industry continues to demonstrate significant operational resilience.
Customers and Markets Our chemical products are used in a variety of markets and end uses, including detergent, agrochemical, automotive, oil and gas, coatings, nutrition, and polymer additives. Some of the chemical products can be cyclically driven by changes in general demand factors.
Customers and Markets Our chemical products serve a diverse array of end-use markets, including detergents, agrochemicals, automotive, oil and gas, coatings, nutrition, and polymer additives. While this broad reach provides stability, certain product lines are subject to cyclicality driven by fluctuations in global macroeconomic demand.
Approximately 500 acres of the site are occupied with our manufacturing facilities, laboratories, and associated infrastructure, including on-site liquid hazardous and non-hazardous waste treatment. Land and infrastructure are available to support expansion and business growth.
Our 2,200-acre site serves as the hub for our operations, with approximately 500 acres dedicated to: ● State-of-the-art manufacturing facilities and laboratories. ● Advanced infrastructure, including on-site liquid hazardous and non-hazardous waste treatment. ● Ample land reserves to support future business expansion. ● Our plant is an International Organization for Standardization (“ISO”) 9001 accredited production facility for both chemicals and biofuels, meeting international standards for quality management systems.
The price of crude glycerin is impacted by supply and demand balance, energy prices, and prices for other commodities such as corn and soy. We also refine a large portion of our crude glycerin into a purer form which is used in higher value markets such as specialty chemical production, agricultural formulations, food, pharmaceutical, and/or cosmetic applications.
Its market price is generally sensitive to supply and demand of energy and agricultural commodities like corn and soy. ● Refined Glycerin: To capture higher margins, we process a significant portion of our crude glycerin into a high-purity form of glycerin. This refined glycerin serves premium markets, including specialty chemical production and agricultural formulations.
We generate RINs with our biodiesel. At times, we sell biodiesel with the RIN attached to the fuel. If we blend the biodiesel with petrodiesel in blends of B80 or less (e.g., B5 or B20), we can either sell the RINs with our blended biodiesel or we can sell them as a separate, free-standing instrument removed from the biodiesel.
Our approach to selling these credits is flexible and market-driven: ● Attached Sales: We frequently sell biodiesel with the associated RINs still attached to the fuel. ● Separated Sales: In instances where we blend the biodiesel with petrodiesel (at ratios of B80 or less, such as B5 or B20), we have the option to separate the RINs from the fuel.
Our future strategy for our biofuels segment is geared towards these responses. Notwithstanding our future strategy, our continued production of biodiesel may be limited, in part, by our ability to source feedstock given competitive growing renewable diesel markets, or, in a worst-case scenario, eliminated entirely, in the event Congress eliminates the federal mandate of the RFS2.
Strategic Risks: While our segment is geared toward these proactive responses, our future production levels remain subject to external forces. Our ability to operate could be constrained by: ● Feedstock Scarcity: Continued competition from the expanding renewable diesel sector. ● Legislative Changes: In a worst-case scenario, the total elimination of the RFS2 federal mandate by the U.S.
The decision of whether or not to separate the RINs from the blended biodiesel depends on the desires of the customer and market conditions for separated RINs, particularly, market prices.
We can then sell the fuel and the RINs as distinct products. ● Decision Factors: The choice to separate or attach RINs depends on specific customer requests and prevailing market prices for separated credits.
While pursuing this strategy, we will continue our efforts to establish a name identity for both segments. Biofuels Business Segment Biofuel Products Our biofuels business segment began in 2005 and primarily includes the production and sale of biodiesel. In addition, we sell petrodiesel in blends with our biodiesel and, from time to time, with no biodiesel added.
While pursuing this strategy, we continue our efforts to establish a name identity for both chemical business models.
Supply and Distribution As a result of our feedstock-flexible process, we can source feedstock from a broad supplier base, which includes degummed soy oil, distilled corn oil producers, reclaimed used cooking oil, and pork, chicken, and beef rendering facilities from both national and regional suppliers. Crude corn oil has been sourced from several national and regional producers.
We source raw materials from a diverse, multi-channel supplier base that includes: ● Vegetable Oils: Degummed soybean oil and distilled crude corn oil from national and regional producers. ● Waste and Recycled Fats: Reclaimed used cooking oil. ● Animal Rendering: Pork, poultry, and beef fats (tallow and choice white grease).
Biodiesel is a renewable energy product consisting of mono-alkyl esters of fatty acids. These esters are typically produced from vegetable oil, fat, or grease feedstocks. Biodiesel is used primarily as a blend with petrodiesel (usually 5%, commonly referenced as “B5,” to 20%, commonly referenced as “B20,” by volume).
Biofuels Segment (38% of Total 2025 Revenue) Established in 2005, our biofuels segment focuses on biodiesel, a renewable energy product made from fatty acid mono-alkyl esters which are typically produced from vegetable oil, fat, or grease feedstocks.
The operational and commercial management group at the Batesville site includes additional degreed professionals with an average experience of more than 30 years in the chemical industry. Our Batesville workforce comprises approximately 537 full and part time non-union employees, and includes degreed professionals including chemists (some with PhDs) and engineers (including licensed professional electrical, mechanical, and chemical engineers).
Supporting this team is an operational and commercial management group of educated professionals, each averaging more than 30 years of industry experience. Workforce Composition and Technical Caliber We employ approximately 493 full- and part-time non-union personnel.
Chemical Products Custom manufacturing involves producing unique products for strategic customers, generally under multi-year or long-term contracts. Most of these products are produced under confidentiality agreements in order to protect each company’s intellectual property. This is a service-based business where customers value dependability, regulatory compliance, technical capabilities, responsiveness, quality assurance and control, process improvement, operational safety, and environmental protection.
Custom Manufacturing (54% of Total 2025 Revenue) Custom manufacturing is a service-based business focused on producing unique, proprietary molecules for strategic customers, typically under long-term or multi-year contracts. ● Intellectual Property & Confidentiality: Most products are manufactured under strict confidentiality agreements to protect our customers’ proprietary formulations and intellectual property. ● Production Versatility: Depending on customer needs and volume requirements, we utilize continuous production, dedicated batch, or general-purpose batch models. ● Value Proposition: Our customers prioritize our proven track record in dependability, regulatory compliance, technical agility, and environmental stewardship. ● Collaborative Innovation: Our commercial, engineering, and technology teams work in lockstep with customers to drive continuous process improvements and scale new business opportunities.
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We are headquartered in St. Louis, Missouri, and our manufacturing operations are conducted at our facility in Batesville, Arkansas. Trading of our common stock on the New York Stock Exchange (“NYSE”) commenced on March 23, 2011, under the symbol “FF”. During 2024, we distributed normal quarterly cash dividends of $0.06 per share.
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FutureFuel is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “FF”. Our headquarters are located at our facility in Batesville, Arkansas. Unless noted otherwise, all financial figures in this report are presented in thousand United States dollars, excluding per-share data.
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We have declared normal quarterly cash dividends of $0.06 per share on our common stock for the calendar year 2025.
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Financial Highlights & Dividends We maintained a consistent commitment to returning value to our shareholders. ● 2025: Distributed quarterly cash dividends totaling $0.24 per share. ● 2026: Declared an initial quarterly dividend of $0.06 per share for the first quarter of 2026. Segment Operations Our operations are organized into two primary segments: Chemicals and Biofuels.
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Additionally, we paid a special cash dividend of $2.50 per share on our common stock on April 9, 2024, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on March 26, 2024. Our business is managed in two segments: chemicals and biofuels.
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Chemicals Segment Our Chemicals segment is a premier provider of custom manufacturing solutions, serving a diverse portfolio of third-party customers. By combining high-barrier technical expertise with a sophisticated integrated infrastructure, we deliver mission-critical chemistry at scale. ● Strategic Roadmap: Integration and Market Expansion: We are aggressively expanding our market footprint through a dual-track strategy of diversification and vertical integration.
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The chemicals segment manufactures a diversified listing of chemical products that are sold to third party customers. The majority of the revenues from the chemicals segment are derived from the custom manufacturing of specialty chemicals for specific customers. We have actively worked to develop our chemicals business with new customers in more diversified growth markets.
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Most notably, by backward integrating into the production of key intermediate raw materials, we have secured our internal supply chain while creating the opportunity for a new revenue stream through external sales. Our growth is anchored by an unwavering commitment to an ingrained culture of safety.
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As part of that focus on growth, we have introduced procedural updates to our operation to allow our re-entry to the pharma intermediates market. This capability has been confirmed by third party audits. Our chemicals business is based on a solid reputation as a technology-driven, highly reliable, and globally competitive chemicals producer.
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We simultaneously invest in process automation and lean methodologies to enhance manufacturing reliability and throughput. ● Competitive Edge: The Chemicals segment leverages a "moat" built on technical complexity and cost leadership. As a premier integrated manufacturing site, we offer a unique value proposition that balances sophistication with fiscal discipline.
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We retain a strong emphasis on operational excellence, cost control, and efficiency improvements to enable us to compete in the worldwide chemical industry. With respect to our biofuels segment, our plant's demonstrated capacity is approximately 59 million gallons (“MMgy”). We produced 45 and 59 million gallons during 2024 and 2023, respectively.
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Our facility is equipped to handle intricate chemical syntheses, providing customers with superior quality and technical precision. Through rigorous operational excellence and proactive cost management, we provide a high-quality, low-cost manufacturing environment that remains resilient in a fluctuating global marketplace.
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This scale and the design of our plant in Batesville allows us to process a wide variety of feedstocks and continuously achieve high biodiesel yields.
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Our scale allows partners to achieve significant production efficiencies, reducing their time-to-market and overall supply chain risk. 1 Table of Contents Biofuels Segment This segment leverages chemical manufacturing know-how with cost effective infrastructure to produce biodiesel (fatty acid mono-alkyl esters) sustainable fuel solutions. ● Capacity & Production: Our facility has a demonstrated capacity of approximately 59 million gallons per year (“MMgy”).
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Combined with the synergies of running a shared chemical manufacturing facility, this has allowed us to be consistently successful in a highly competitive market. 1 Table of Contents Narrative Description of Our Business Principal Executive Offices Our principal executive offices are located at 8235 Forsyth Blvd., 9th Floor, Clayton, Missouri 63105. Our telephone number is (314) 854-8352.
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In 2025, the plant had limited throughput of biodiesel due to the absence of regulatory guidance regarding certain government support for the sustainable fuel industry. In 2025, we produced 9 million gallons, following a 2024 output of 45 million gallons. ● Operational Synergy: Our plant design supports a wide variety of feedstocks ensuring high yields.
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FutureFuel Chemical Company’s principal executive offices are located at 2800 Gap Road, Highway 394 South, Batesville, Arkansas 72501-9680. FutureFuel Chemical Company's telephone number is (870) 698-3000. Plant Location We own approximately 2,200 acres of land six miles southeast of Batesville in north central Arkansas.
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By sharing infrastructure with our chemical operations, we benefit from significant cost synergies that allow us to thrive in a competitive landscape. NARRATIVE DESCRIPTION OF OUR BUSINESS Principal Executive Offices and Facility Location FutureFuel maintains its principal executive offices in Batesville, Arkansas.
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Operations For the year ended December 31, 2024, approxima tely 67% of our rev enue was derived from biofuels, 29% from manufacturing specialty chemicals for specific customers (“custom manufacturing”), and 4% of revenues from multi-customer specialty chemicals (“performance chemicals”). Our biofuels business segment primarily involves the production and sale of biodiesel and petrodiesel blends.
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We maintain a "safety-first" operational philosophy that protects our human capital and brand equity. We are dedicated to maintaining a healthy and injury-free workplace.
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Our custom chemicals manufacturing involves producing unique products for strategic customers, generally under long-term contracts. The custom chemicals manufacturing portfolio includes biocides intermediates, specialty polymers, dyes, stabilizers, oil and gas, and chemicals intermediates.
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To benchmark our performance and advance our efforts, we actively participate in leading safety programs, including the American Chemistry Council’s Responsible Care program and the Society of Chemical Manufacturers and Affiliates' Chem Stewards initiative, alongside programs from numerous other safety-focused organizations.
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Our performance chemicals product portfolio includes polymer modifiers that enhance stain resistance and dye-ability of nylon and polyester fibers, in addition to several small-volume specialty chemicals and solvents for diverse applications. We are committed to growing and adapting our biofuels and chemicals businesses.
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Operations and Revenue Mix For the year ended December 31, 2025, our revenue was distributed across three primary categories: ● Custom Manufacturing (54%): Producing unique specialty chemicals for strategic customers, typically under long-term contracts (e.g., biocides, specialty polymers, and dyes). ● Biofuels (38%): Producing and selling biodiesel and petrodiesel blends. ● Performance Chemicals (8%): Multi-customer specialty chemicals, such as polymer modifiers for stain resistance and various solvents.
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For the biofuels business segment, we will continue to leverage our technical capabilities and quality certifications, secure local and regional markets, and expand marketing efforts to fleets and regional/national customers. For our chemicals segment, we intend to pursue development and commercialization of new products, including building block chemicals and intermediate chemicals requiring Good Manufacturing Practices (“GMP”).
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Please see below for additional information regarding these segments and offerings. 2 Table of Contents Chemicals Segment (62% of Total 2025 Revenue) Our Chemicals segment is comprised of two distinct business models: Custom Manufacturing (manufacturing specialty chemicals for specific customers) and Performance Chemicals (multi-customer specialty chemicals).
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GMP is a recognized and auditable system ensuring products are produced consistently and controlled according to strict quality standards. It covers all aspects of manufacturing, facilities, equipment, and training utilizing detailed written procedures affecting the quality and consistency of the finished product.
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We operate as a strategic, full-service partner, leveraging our technical expertise and integrated infrastructure to serve a diverse client base. For both chemical models, we are pursuing development and commercialization of building block chemicals and intermediate chemicals essential to the manufacture of pharmaceuticals.
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GMP complements the Company’s current and active quality registrations, including ISO 9001 and BQ9000, and will benefit our custom chemicals business. GMP will open growth opportunities for the Company to serve customers active in the pharmaceutical intermediates, food ingredients, and other fine chemicals segment.
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The manufacture of pharmaceuticals requires compounds produced under ISO certified quality systems as well as compounds produced in accordance with Good Manufacturing Practices (“GMP”). The manufacture of both non-GMP and GMP products provides the Company with more growth opportunities to serve customers active in the pharmaceutical intermediate, food ingredient, and other fine chemicals segment.
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A major advantage of biodiesel is that it can be used in most existing diesel engines and fuel injection equipment in blends up to B20 with no material impact to engine performance.
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We offer a diversified portfolio serving the following markets: ● Agrochemicals and Oilfield Chemicals ● Industrial Intermediates and Fabric Care ● Coatings and Specialty Polymers Performance Chemicals (8% of Total 2025 Revenue) Performance chemicals include specialty products available to the open market and sold to multiple customers based on technical specifications for specific end-use applications.
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Biodiesel also benefits from favorable properties compared to petrodiesel (e.g., negligible sulfur content, lower particulate matter, lower greenhouse gas emissions, and a higher cetane number leading to better engine performance and lubrication).
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To drive shareholder value and maximize earnings, our strategy focuses on leveraging our integrated infrastructure and technical core competencies to capture high-margin growth opportunities. 3 Table of Contents Key Strategic Pillars ● Operational Excellence and Cost Leadership: We utilize large-scale batch and continuous production processes, paired with a relentless focus on process improvement.
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See https://afdc.energy.gov/files/pdfs/30882.pdf . 2 Table of Contents Our technical and operational competency developed as a supplier of specialty chemicals, inclusive of research and development and analytical laboratory testing, enabled the expansion of a flexible manufacturing process.
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This enables us to remain cost-competitive—and for certain product lines, cost-advantaged—relative to global competitors. ● Integrated Infrastructure Advantage: Our 2,200-acre site features fully integrated utilities and advanced waste treatment facilities.
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Our process can use a broad range of feedstock oils, including, but not limited to, soy oil, cottonseed oil, pork lard, poultry fat, inedible corn oil, yellow grease, inedible tallow, choice white grease, used cooking oil, and beef tallow.
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This “complete package” approach provides a significant barrier to entry for competitors and a seamless experience for our custom manufacturing partners. ● Expansion into Regulated Markets: By integrating GMP capabilities alongside our existing ISO 9001 and Biodiesel Quality (“BQ”)-9000 certifications, we are positioned to expand into higher-value segments, including pharmaceutical intermediates and food-grade ingredients. ● Bio-Based Expertise: We possess a specialized core competency in the chemical processing of bio-based feedstocks.
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Our Batesville plant produces biodiesel, which is sometimes referenced as “B100.” We offer B100 and biodiesel blended with petrodiesel (B2, B5, B10, B20, B50, and B99 blends) at our Batesville facility and at a short-term leased storage facility in Little Rock, Arkansas. In addition, we deliver blended product to customers within our region.
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Growth and Margin Improvement We intend to continue to improve operating margins through a disciplined approach to business development: ● Customer Diversification: Actively expanding our footprint across new market segments to reduce historical reliance on legacy contracts. ● Strategic Product Mix: Carefully managing our pipeline with respect to capital efficiency, time-to-market, and the optimal matching of market opportunities to our existing asset base. ● Customer Relationship Development: Transitioning from a transactional supplier to a full-service strategic partner to secure long-term, high-volume manufacturing agreements.
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Biodiesel Production/Capacity While biodiesel can be made from various renewable sources, the choice of feedstock to be used at any particular facility is determined primarily by the price and availability of each feedstock variety; the yield of biodiesel achieved from that feedstock; and the capabilities of the producer’s biodiesel production facility.
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Custom Manufacturing Dynamics In our custom manufacturing segment, our customers are typically the primary brand owners.
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In addition, the chemical properties of the biodiesel (e.g., cloud point, pour point, and cetane number) depend on the type of feedstock. In the United States, the majority of biodiesel historically has been made from domestically produced crude soybean oil due to its widespread availability and ease of processing.
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Consequently, they maintain control over the key drivers of production demand, including: ● Market Development: The speed and success of their end-product penetration. ● Intellectual Property: The timing of patent expirations and subsequent generic competition. ● Sourcing Strategy: Shifts in their internal or external manufacturing requirements.
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However, it is also one of the more costly feedstocks on the market. As a result, the biodiesel feedstock market in the United States transitioned from this expensive first-generation soy feedstock to incorporate alternative second-generation lower-cost, non-food feedstocks, such as waste vegetable oil, tallow, and inedible corn oil.
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Because these factors are outside of our direct control, we may face challenges in maintaining or increasing sales levels for specific custom products if a customer’s strategy or market position shifts. Three chemical customers each represented greater than 10% of total sales revenue in 2025 for a total of 48%.
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Our ability to efficiently manage the co-products and waste products associated with these more challenging feedstocks and still achieve excellent yields and processing rates has allowed us to remain competitive.
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However, the competitive landscape has evolved as technology and capital investment have shifted globally Global Competitive Dynamics: We face intensifying competition from international multinational chemical manufacturers, particularly those based in India and China. Our competition is generally categorized into two groups: ● Large Multinational Corporations: Competitors that maintain internal specialty chemical divisions.
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Demand for second-generation feedstocks has increased substantially as they are also used to produce renewable diesel which has lower marginal costs than conventional biodiesel production and can also be used as a direct substitute for petrodiesel. Our continuous production line can produce biodiesel from this wide range of feedstocks, allowing for maximum flexibility in feedstock selection.
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While these entities possess significant resources, they are often challenged by slower responsiveness and less personalized customer service. ● Small Independent Producers: Boutique firms that may offer agility but frequently lack the necessary technical infrastructure, scale, and financial depth to compete for large-scale strategic contracts.
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Our plant has a demonstrated production capacity of 59 MMgy. Legislative Incentives Biodiesel production and use in the United States continues to be heavily influenced in large part by legislative initiatives at both the federal and state levels.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our revenues, earnings and financial condition. Further, our biofuels platform is subject to federal, state, and local laws and regulations governing the application and use of alternative energy products, including those related specifically to biodiesel.
Biggest changeIn addition, required volumes of renewable fuel are largely at the discretion of the USEPA (in coordination with the Secretary of Energy and Secretary of Agriculture). We cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our revenues, earnings and financial condition.
Our stock price may change dramatically as the result of: (i) announcements of new products or innovations by us or our competitors; (ii) uncertainty regarding the viability of any of our product initiatives; (iii) significant customer contracts; (iv) significant litigation; (v) uncertainty with respect to changing laws and regulations that impact our business and our ability to take advantage of tax credits such as the BTC and CFPC; or (vi) unscheduled and extended downtime at our facility; or (vii) events that would be expected to affect our business, financial condition, results of operations, and future prospects.
Our stock price may change dramatically as the result of: (i) announcements of new products or innovations by us or our competitors; (ii) uncertainty regarding the viability of any of our product initiatives; (iii) significant customer contracts; (iv) significant litigation; (v) uncertainty with respect to changing laws and regulations that impact our business and our ability to take advantage of tax credits such as the BTC and CFPC; (vi) unscheduled and extended downtime at our facility; or (vii) events that would be expected to affect our business, financial condition, results of operations, and future prospects.
Although as of the date of this report we have no outstanding borrowings under the existing facility, if and when we do borrow, the restrictions governing this type of indebtedness (such as total debt to EBITDA limitations) could reduce our ability to incur additional indebtedness, engage in certain transactions, or capitalize on acquisition or other business opportunities.
Although as of the date of this report we have no outstanding borrowings under the existing facility, if and when we do borrow, the restrictions governing this type of indebtedness (such as limitations on the ratio of our total debt to EBITDA) could reduce our ability to incur additional indebtedness, engage in certain transactions, or capitalize on acquisition or other business opportunities.
We are subject to various U.S. and global economic conditions, including our sourcing of certain raw materials for our chemicals segment internationally. Accordingly, adverse changes in these conditions, including supply chain disruptions and price inflation for those raw materials, can adversely impact our business.
We are subject to various U.S. and global economic conditions, including our sourcing of certain raw materials for our chemicals segment internationally. Accordingly, adverse changes in these conditions, including supply chain disruptions and price inflation for those raw materials, which can adversely impact our business.
If the value of LCFS credits were to materially decrease as a result of over-supply, as a result of reduced demand for our fuels, if the fuel produced is deemed not to qualify for LCFS credits, or if the LCFS or the manner in which it is administered or applied were otherwise changed in a manner adverse to us, our revenues and profits could be seriously harmed. 16 Table of Contents The industries in which we compete are highly competitive.
If the value of LCFS credits were to materially decrease as a result of over-supply, as a result of reduced demand for our fuels, if the fuel produced is deemed not to qualify for LCFS credits, or if the LCFS or the manner in which it is administered or applied were otherwise changed in a manner adverse to us, our revenues and profits could be seriously harmed. 17 Table of Contents The industries in which we compete are highly competitive.
As a result, we could be forced to cease production of biodiesel, which would have an adverse effect on our financial condition. 15 Table of Contents Our biofuels operations may be harmed if federal or state governments were to change current laws and regulations. Alternative fuels businesses benefit from government subsidies and mandates.
As a result, we could be forced to cease production of biodiesel, which would have an adverse effect on our financial condition. 16 Table of Contents Our biofuels operations may be harmed if federal or state governments were to change current laws and regulations. Alternative fuels businesses benefit from government subsidies and mandates.
A significant capital investment would be required for the Company to produce renewable diesel, and the current economics and business uncertainty do not support this level of investment. 17 Table of Contents Fluctuations in commodity prices may cause a reduction in the demand or profitability of the products or services we produce.
A significant capital investment would be required for the Company to produce renewable diesel, and the current economics and business uncertainty do not support this level of investment. 18 Table of Contents Fluctuations in commodity prices may cause a reduction in the demand or profitability of the products or services we produce.
If we suffer such an event, but do not cure it, or if such event cannot be cured, trading of our common stock on the NYSE may be suspended from dealing or our stock may be delisted. Any such suspension or delisting may have an adverse effect on the market price of our common stock. 26 Table of Contents
If we suffer such an event, but do not cure it, or if such event cannot be cured, trading of our common stock on the NYSE may be suspended from dealing or our stock may be delisted. Any such suspension or delisting may have an adverse effect on the market price of our common stock. 27 Table of Contents
Our operations or products may, at times, be adversely affected by these factors. 18 Table of Contents Market conditions or transportation impediments may hinder access to raw goods and distribution markets. Market conditions, the unavailability of satisfactory transportation, or the location of our manufacturing complex from more lucrative markets may hinder our access to raw goods and/or distribution markets.
Our operations or products may, at times, be adversely affected by these factors. 19 Table of Contents Market conditions or transportation impediments may hinder access to raw goods and distribution markets. Market conditions, the unavailability of satisfactory transportation, or the location of our manufacturing complex from more lucrative markets may hinder our access to raw goods and/or distribution markets.
Our business will be dependent on the continuing availability of infrastructure for the distribution of increasing volumes of biodiesel and any infrastructure disruptions could materially harm our business. 19 Table of Contents Nitrogen oxide emissions from biodiesel may harm its appeal as a renewable fuel and increase costs.
Our business will be dependent on the continuing availability of infrastructure for the distribution of increasing volumes of biodiesel and any infrastructure disruptions could materially harm our business. 20 Table of Contents Nitrogen oxide emissions from biodiesel may harm its appeal as a renewable fuel and increase costs.
As a result, we may lack the capital necessary to complete the projected expansions or capitalize on other business opportunities. 22 Table of Contents We may be unable to successfully integrate future acquisitions with our operations or realize all of the anticipated benefits of such acquisitions.
As a result, we may lack the capital necessary to complete the projected expansions or capitalize on other business opportunities. 24 Table of Contents We may be unable to successfully integrate future acquisitions with our operations or realize all of the anticipated benefits of such acquisitions.
The impacts include, but are not limited to: ● a significant decline in demand for our products due to market disruptions, resulting in a decline in sales and prices; ● limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations; ● the interruption of our distribution system, or temporary or long-term disruption in our supply chains, or delays in the delivery of our product; ● suspension of renewable fuel and/or low carbon fuel policies; ● limitations on our ability to operate our business as a result of federal, state or local regulations including taxes and tariffs; and ● decreases in the demand for and price of RINs and LCFS credits as a result of reduced demand for petroleum-based gasoline and diesel fuel.
The impacts include, but are not limited to: ● a significant decline in demand for our products due to market disruptions, resulting in a decline in sales and prices; ● limitations of feedstocks, price volatility, or disruptions to our suppliers’ operations; ● the interruption of our distribution system, or temporary or long-term disruption in our supply chains, or delays in the delivery of our product; ● suspension of renewable fuel and/or low carbon fuel policies; ● limitations on our ability to operate our business as a result of federal, state or local regulations including taxes and tariffs; and ● decreases in the demand for and price of RINs and California's Low Carbon Fuel Standard (“LCFS”) credits as a result of reduced demand for petroleum-based gasoline and diesel fuel.
We remediated this material weakness and have concluded as of December 31, 2024, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
We remediated this material weakness and have concluded as of December 31, 2025, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Historically, the most significant tax incentive program in the biomass-based diesel industry has been the BTC. Under the BTC, the first market participant to blend pure biomass-based diesel with petroleum-based diesel fuel receives a one dollar per gallon refundable tax credit. From time to time, the BTC has expired and been retroactively reinstated.
Historically, the most significant tax incentive program in the biomass-based diesel industry had been the BTC. Under the BTC, the first market participant to blend pure biomass-based diesel with petroleum-based diesel fuel received a one dollar per gallon refundable tax credit. From time to time, the BTC has expired and been retroactively reinstated.
The total current U.S. production capacity for biodiesel is in excess of the current RFS2 mandate for 2023 and 2024. Excess production capacity over the annual mandates could result in a decline in biodiesel prices and profitability, negatively impacting our ability to maintain the profitability of our biofuels segment and recover capital expenditures in this business segment.
The total current U.S. production capacity for biodiesel was in excess of the RFS2 mandate for 2024 and 2025. Excess production capacity over the annual mandates could result in a decline in biodiesel prices and profitability, negatively impacting our ability to maintain the profitability of our biofuels segment and recover capital expenditures in this business segment.
We have historically derived a significant portion of our revenues from sales of our biofuels in the State of California primarily as a result of California ’ s Low Carbon Fuel Standard ( “ LCFS ” ); adverse changes in this law or reductions in the value of LCFS credits would harm our revenues and profits.
We have historically derived a significant portion of our revenues from sales of our biofuels in the State of California primarily as a result of California ’ s LCFS ; adverse changes in this law or reductions in the value of LCFS credits would harm our revenues and profits.
Our certificate of incorporation authorizes the issuance of 75,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of the date of this report, 43,803,243 shares of our common stock currently are outstanding. The issuance of any additional shares of our common stock or preferred stock would dilute the percentage ownership of our company held by existing stockholders.
Our certificate of incorporation authorizes the issuance of 75,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of the date of this report, 43,863,507 shares of our common stock currently are outstanding. The issuance of any additional shares of our common stock or preferred stock would dilute the percentage ownership of our company held by existing stockholders.
We do not believe that the loss of these customers would have a material adverse effect on our biofuels segment or on us as a whole in that: (i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers.
We do not believe that the loss of these large, concentrated customers would have a material adverse effect on our biofuels segment or on us as a whole in that: (i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers. 21 Table of Contents Changes in technology may render our products or services obsolete.
These costs and liabilities could adversely affect our operations. 20 Table of Contents Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal, or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our business segments in general and on our results of operations, competitive position, or financial condition.
Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal, or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our business segments in general and on our results of operations, competitive position, or financial condition.
Our indebtedness may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunities. We hold a $75 million revolving credit facility with a commercial bank. This credit facility expires in February 2030.
Our indebtedness may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunities. We have entered into a $35 million revolving credit facility with a commercial bank. This credit facility expires in February 2030.
As of December 31, 2024, we maintained with such banks cash balances of approximately $18.8 m illion in excess of the amounts insured by the FDIC. 25 Table of Contents Risks Associated With Owning Our Shares We may issue substantial amounts of additional shares without stockholder approval.
As of December 31, 2025, we maintained with such banks cash balances of approximately $5.5 m illion in excess of the amounts insured by the FDIC. 26 Table of Contents Risks Associated with Owning Our Shares We may issue substantial amounts of additional shares without stockholder approval.
The Company seeks to actively manage the risks within its control that could lead to business disruptions and cyber security incidents through a comprehensive cyber security program that is continuously reviewed (through internal and third-party auditing), maintained, and upgraded.
The Company seeks to actively manage the risks within its control that could lead to business disruptions and cyber security incidents through a comprehensive cyber security program and structured management of change processes that are continuously reviewed (through internal and third-party auditing), maintained, and upgraded.
The Company has information and information processing assets, including intellectual property, trade secrets, and other sensitive, business critical information as well as on-premises and cloud-based business applications critical to conducting business. In addition, our chemical manufacturing facilities are highly automated using modern computer systems.
The Company has information and information processing assets, including intellectual property, trade secrets, and other sensitive, business critical information as well as on-premises and cloud-based business applications critical to conducting business. In addition, our chemical manufacturing facilities are highly automated using a mix of legacy and modern computerized Industrial Control Systems (“ICS”).
Although we will employ all methods of competition that are lawful and appropriate for such purposes, no assurances can be made that they will be successful.
Although we will employ methods of competition that we deem appropriate for such purposes, no assurances can be made that they will be successful.
Cyber-incidents affecting the Company, its supply chain or customers could compromise confidential, business critical information, cause a disruption in the Company’s operations, harm the Company's reputation, or endanger the environment if the Company, its suppliers or customers do not effectively prevent, detect and recover from these or other security breaches.
Cyber-incidents affecting the Company, its supply chain, utility providers or customers could compromise confidential, business critical information, cause a sustained disruption in the Company’s operations, harm the Company's reputation, or lead to a loss of control of physical processes that could endanger the environment if the Company, its suppliers or customers do not effectively prevent, detect and recover from these or other security breaches.
If a significant accident or other event resulting in damage to our operations (including severe weather, terrorist acts, war, civil disturbances, pollution, or environmental damage) occurs and is not fully covered by insurance or a recoverable indemnity from a customer, it could adversely affect our financial condition and results of operations.
If a significant accident or other event resulting in damage to our operations (including severe weather, terrorist acts, war, civil disturbances, pollution, or environmental damage) occurs and is not fully covered by insurance or a recoverable indemnity from a customer, it could adversely affect our financial condition and results of operations. 22 Table of Contents We depend on key personnel, the loss of any of whom could materially adversely affect our future operations.
Sales to these biodiesel customers totaled approximately 25% of total revenue (or $59,867,000) in 2024 . Sales in 2023 to our two largest customers represented 35% of total revenues (or $127,763,000). Sales to our two largest biodiesel customers totaled 27% of total revenues in 2022 (or $107,898,000).
Sales in 2024 to our two largest customers represented 25% of total revenues (or $59,867). Sales to our two largest biodiesel customers totaled 35% of total revenues in 2023 (or $127,763).
We are exposed to government credit risk and fluctuations in market values of our cash and cash equivalent portfolio. We have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”) and holdings in certain United States Government Select Funds.
We have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”) and holdings in certain United States Government Select Funds.
The operation of our manufacturing plant requires numerous permits and approvals from governmental agencies. We may not be able to obtain or renew all necessary permits (or modifications thereto) and approvals and, as a result, our operations may be adversely affected.
We may not be able to obtain or renew all necessary permits (or modifications thereto) and approvals and, as a result, our operations may be adversely affected.
We depend on key personnel, the loss of any of whom could materially adversely affect our future operations. Our success depends to a significant extent upon the efforts and abilities of our executive officers and lead management team. The loss of the services of one or more of these key employees could have a material adverse effect on us.
Our success depends to a significant extent upon the efforts and abilities of our executive officers and lead management team. The loss of the services of one or more of these key employees could have a material adverse effect on us. Our business is also dependent upon our ability to attract and retain qualified personnel.
For producers meeting prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of biodiesel. However, the maximum credit would require zero GHG emissions which is unrealistic for almost every biodiesel producer, including the Company. Guidance surrounding this credit has yet to be finalized despite the effective date of the CFPC.
For producers meeting prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of biodiesel. However, the maximum credit would require zero GHG emissions which is unrealistic for almost every biodiesel producer, including the Company. Guidance surrounding this credit was proposed on February 3, 2026, and is awaiting public comment.
When unauthorized access is discovered, the Company reports such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate any potential impact. 23 Table of Contents Although management does not believe that the Company has experienced any material losses to date related to these cyber security incidents, there can be no assurance that such losses will not be suffered in the future.
In instances where potential unauthorized access is identified, the Company initiates its incident response plan to investigate, mitigate, and, where appropriate, report to governmental authorities. 25 Table of Contents Although management does not believe that the Company has experienced any material losses to date related to cyber security incidents, there can be no assurance that such losses will not be suffered in the future.
Also, portions of our biofuels may, from time to time, be registered in states where we obtain benefits from state specific subsidies, mandates or programs. If federal or state agency determinations, laws, and regulations relating to the application and use of alternative energy are changed, the marketability and sales of biodiesel production could be materially adversely affected.
If federal or state agency determinations, laws, and regulations relating to the application and use of alternative energy are changed, the marketability and sales of biodiesel production could be materially adversely affected.
This requires the purchase or sale of commodity futures contracts and/or options on those contracts or similar financial instruments. We may be forced to make cash deposits available to counterparties as they mark-to-market these financial hedges. This funding requirement may limit the level of commodity price risk management that we are prudently able to complete.
We hedge our raw materials and/or finished products for our biofuels segment to some degree to manage the commodity price risk of such items. This requires the purchase or sale of commodity futures contracts and/or options on those contracts or similar financial instruments. We may be forced to make cash deposits available to counterparties as they mark-to-market these financial hedges.
We do not have a contract with these customers but rather sell based on monthly or short-term, multi-month purchase orders placed with us by the customers at prices based upon then-prevailing market rates. Changes in technology may render our products or services obsolete. The alternative fuel and chemical industries may be substantially affected by rapid and significant changes in technology.
We do not have contracts with these customers, but rather sell based on monthly or short-term, multi-month purchase orders placed with us by the customers at prices based upon then-prevailing market rates.
There can be no assurance that we will be able to maintain or establish additional necessary strategic relationships, in which case the opportunity to grow our business may be negatively affected. 24 Table of Contents There is disruption in supply in the renewable fuel market currently without clarity on the CFPT credit.
There can be no assurance that we will be able to maintain or establish additional necessary strategic relationships, in which case the opportunity to grow our business may be negatively affected. We are exposed to government credit risk and fluctuations in market values of our cash and cash equivalent portfolio.
However, under normal conditions there is excess renewable fuel production capacity and low utilization in the industry and if non-operational and underused facilities commence or increase operations, our results of operations may be negatively affected. Many biodiesel plants in the United States are currently shutdown without clarity on the CFPT credit.
However, under normal conditions there is excess renewable fuel production capacity and low utilization in the industry and if non-operational and underused facilities commence or increase operations, our results of operations may be negatively affected. The transition from the BTC to the CFPC under Section 45Z redefined the competitive landscape for the 2025 fiscal year.
We cannot provide assurances that the technologies used by or relied upon by us will not be subject to such obsolescence. While we may attempt to adapt and apply the services provided by us to newer technologies, we cannot provide assurances that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful.
While we may attempt to adapt and apply the services provided by us to newer technologies, we cannot provide assurances that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful. Failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities.
This could cause us to incur greater costs. 21 Table of Contents If we are unable to effectively manage the commodity price risk of our raw materials or finished goods, we may have unexpected losses. We hedge our raw materials and/or finished products for our biofuels segment to some degree to manage the commodity price risk of such items.
Acquiring or retaining these personnel could prove more difficult to hire or cost substantially more than estimated. This could cause us to incur greater costs. If we are unable to effectively manage the commodity price risk of our raw materials or finished goods, we may have unexpected losses.
The Company, like many companies today, is the target of industrial espionage, including cyber-attacks. The Company has determined that these cyber-attacks have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information.
The Company, like many companies today, is the target of industrial espionage, including cyber-attacks. While the Company continuously monitors for unauthorized activity, these increasingly sophisticated and automated threats may result in unauthorized parties gaining access to certain confidential business information or seeking to gain lateral access to manufacturing control networks.
Our chemical business is concentrated with four large customers covering multiple products representing greater than 84% of our chemicals segment product sales, or 28% of total revenues. Although this business is contracted in longer-term production agreements, the loss of any of these strategic customers could have a material adverse effect on our chemicals business.
Although this business is contracted in longer-term production agreements, the loss of any of these strategic customers could have a material adverse effect on our chemicals business. Sales to biodiesel customers totaled approximately 38% of total revenue (or $36,178) in 2025 . No biofuel customer in 2025 was greater than 10% of total revenue.
Examples include competitive product technologies, such as green gasoline, renewable diesel produced from catalytic hydrotreating of renewable feedstock oils, and competitive process technologies, such as advanced biodiesel continuous reactor and washing designs that increase throughput. Additionally, new supplies of natural gas in the U.S., primarily as a result of shale gas development, have lowered natural gas prices.
The alternative fuel and chemical industries may be substantially affected by rapid and significant changes in technology. Examples include competitive product technologies, such as green gasoline, renewable diesel produced from catalytic hydrotreating of renewable feedstock oils, and competitive process technologies, such as advanced biodiesel continuous reactor and washing designs that increase throughput.
Such disruptions could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors, and the environment, and could have a negative impact on our results of operations. We are reliant upon a relatively small number of customers.
No assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material effect on operations. Such disruptions could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors, and the environment, and could have a negative impact on our results of operations.
If we do not manage or are not capable of managing escalating raw material prices and/or passing these increases along to our customers via increased prices for our finished products, we may incur losses. If we are unable to acquire or renew permits and approvals required for our operations, we may be forced to suspend or cease operations altogether.
If we do not manage or are not capable of managing escalating raw material prices and/or passing these increases along to our customers via increased prices for our finished products, we may incur losses. Currently, there is a supply disruption in the renewable fuel market as proposed regulations are finalized on the CFPC.
Lower natural gas prices may lead to increased use of natural gas as a transportation fuel. Increased usage of natural gas in the transportation market, or other markets that have traditionally used petrodiesel or biodiesel, may lead to declines in the demand for petrodiesel and biodiesel.
Increased usage of natural gas in the transportation market, or other markets that have traditionally used petrodiesel or biodiesel, may lead to declines in the demand for petrodiesel and biodiesel. Lastly, new and more active compounds may be discovered that require less volume or different manufacturing methods, or the end products may become obsolete and be replaced with differing materials.
For instance, biodiesel benefits from successful completion of USEPA Tier I and Tier II health effects testing under Section 211(b) of the Clean Air Act. This testing verified biodiesel does not pose a threat to human health and improves air quality as a replacement for petroleum diesel.
Further, our biofuels platform is subject to federal, state, and local laws and regulations governing the application and use of alternative energy products, including those related specifically to biodiesel. For instance, biodiesel benefits from successful completion of USEPA Tier I and Tier II health effects testing under Section 211(b) of the Clean Air Act.
Lastly, new and more active compounds may be discovered that require less volume or different manufacturing methods, or the end products may become obsolete and be replaced with differing materials. These changes may render obsolete certain existing products, energy sources, services, and technologies currently used by us.
These changes may render obsolete certain existing products, energy sources, services, and technologies currently used by us. We cannot provide assurances that the technologies used by or relied upon by us will not be subject to such obsolescence.
We have recently suffered increasingly frequent, unscheduled and extended service utility downtime as a result of supplier delays and quality issues beyond our control. No assurances can be provided that any future disruptions due to these, or other, circumstances will not have a material effect on operations.
We have recently suffered increasingly frequent, unscheduled and extended service utility downtime as a result of supplier delays and quality issues beyond our control which may be exacerbated by cyber-incidents affecting those third-party providers. Furthermore, many of our manufacturing control systems rely on legacy hardware and software that may no longer be supported by original equipment manufacturers.
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In addition, while Congress specified RFS2 renewable fuel volume requirements through 2022 (subject to adjustment in the rulemaking process), beginning in 2023 required volumes of renewable fuel will be largely at the discretion of the USEPA (in coordination with the Secretary of Energy and Secretary of Agriculture).
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This testing verified biodiesel does not pose a threat to human health and improves air quality as a replacement for petroleum diesel. Also, portions of our biofuels may, from time to time, be registered in states where we obtain benefits from state specific subsidies, mandates or programs.
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Additionally, our biofuels segment has two large customers.
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This creates risks related to the availability of replacement parts, specialized repair expertise, and the inability to apply modern security patches. Because many of these systems operate on single-processor architectures without redundancy, any maintenance or repair requires total system downtime, which may be difficult to schedule without impacting production commitments.
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Failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities.
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We are reliant upon a relatively small number of customers. Our chemical business is concentrated with three l arge customers covering multiple products representing 81% of our chemicals segment product sales, or 50 % of total revenues.
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Our business is also dependent upon our ability to attract and retain qualified personnel. Acquiring or retaining these personnel could prove more difficult to hire or cost substantially more than estimated.
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Additionally, new supplies of natural gas in the U.S., primarily as a result of shale gas development, have lowered natural gas prices. Lower natural gas prices may lead to increased use of natural gas as a transportation fuel.
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Most biodiesel plants, when running, do not operate at full capacity. Further, a number of renewable diesel plants are under construction in the United States as of December 2024, and if completed, would add additional renewable fuel production capacity.
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These costs and liabilities could adversely affect our operations.
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The annual production capacity of existing plants and plants under construction far exceeds both historic consumption of renewable fuels in the United States and required consumption under RFS2.
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This funding requirement may limit the level of commodity price risk management that we are prudently able to complete.
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If this excess production capacity was used, it would increase competition for our feedstocks, increase the volume of renewable fuels on the market, and may reduce our biodiesel gross margins, harming our revenues and profitability. Several biofuel companies throughout the United States have filed for bankruptcy over the last several years due to industry and economic conditions.
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While this shift provides a production-based incentive, it also introduces specific operational risks related to market saturation and feedstock availability. Historically, the renewable fuel industry has been characterized by significant excess production capacity and low utilization rates. In 2024, many biodiesel plants were sidelined or operated at reduced levels due to regulatory uncertainty.
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In early 2025, with the implementation of the CFPC, many of these non-operational or underused facilities commenced or increased operations.
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This surge in active capacity poses several risks: ● Supply/Demand Imbalance: Total nameplate capacity—including existing plants and the large-scale renewable diesel refineries completed in late 2024—now substantially exceeds both historic domestic consumption and the volume mandates required under RFS2. ● Downward Price Pressure: An oversupply of renewable fuels in the merchant market may depress market prices, leading to a contraction in our biodiesel gross margins.
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The reactivation of dormant capacity has intensified the competition for key feedstocks (such as soybean oil, corn oil, and tallow). ● Increased Input Costs: As more plants vie for a finite supply of raw materials, feedstock prices may rise independently of finished fuel prices. ● Margin Compression: The combination of higher feedstock costs and lower fuel prices could significantly harm our revenues and overall profitability. 23 Table of Contents We are subject to industry and economic conditions that have caused several biofuel companies throughout the United States to file for bankruptcy over the last several years.
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If we are unable to acquire or renew permits and approvals required for our operations, we may be forced to suspend or cease operations altogether. The operation of our manufacturing plant requires numerous permits and approvals from governmental agencies.
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These legacy systems, while functional for production, often lack modern security features and may be more susceptible to vulnerabilities that cannot be mitigated through standard IT security protocols.
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Risks Related to Emerging Technologies and Artificial Intelligence Improper use of generative AI and LLMs could result in a material adverse effect on our operations and financial results. Employees may engage in the horizontal use of generative AI and LLMs.
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Such use, if not properly governed, carries risks of “Shadow AI'” — the use of unsanctioned tools that may lead to the unauthorized disclosure of proprietary chemical formulas, trade secrets, or personal information.
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Furthermore, reliance on AI-generated output that contains “hallucinations” or technical inaccuracies could, if not verified by subject matter experts, result in process safety incidents or inaccurate regulatory reporting, which could have a material adverse effect on the Company’s business and operations, results of operations, financial condition and cash flows.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeKey aspects of our strategy for managing risks of cybersecurity threats include: ● Timely security patching of endpoints; ● Network and endpoint-based monitoring with autonomous protection capabilities; ● Backups which are regularly tested for recovery with key backups hardened against malicious access; ● Third-party security services for audit, benchmarking, and improvement of our cyber security program; ● Ongoing monitoring and evaluation of our cybersecurity posture and performance through regular vulnerability scans, simulated phishing tests, and penetration tests; ● Oversight of third -party service providers by conducting vendor due diligence upon onboarding and ongoing monitoring; ● An incident response plan designed to coordinate the activities that we and our third -party security service providers take to prepare to respond and recover from cybersecurity incidents, which include processes to triage, assess severity, investigate, escalate, contain, and remediate incidents, as well as to comply with applicable legal obligations and mitigate any reputational damage; ● Structured management of change process to ensure material changes to our systems or operations have an updated assessment of their potential impact associated with internal and external threats to the security, confidentiality, integrity, and availability of our data and systems, along with other material risks to our operations; ● Ongoing, annual employee security awareness training; and ● Cybersecurity insurance coverage to help mitigate the risk of loss from cybersecurity incidents.
Biggest changeKey aspects of our strategy for managing risks of cybersecurity threats include: ● Timely security patching of endpoints and risk-based patching of ICS as applicable where technically feasible, and the implementation of compensating controls (such as enhanced network isolation) for legacy systems that cannot be patched; ● Maintaining strategic inventories of critical legacy ICS hardware and identifying alternative repair sources to mitigate risks associated with the limited availability of original equipment manufacturer (“OEM”) parts and support; ● Network and endpoint-based monitoring with autonomous protection capabilities to detect and block malicious activity in real-time; ● Utilization of zero -trust principles for remote access and robust network segmentation to isolate manufacturing environments from business networks: ● Backups which are regularly tested for recovery, including immutable offsite storage and air-gapped copies of critical manufacturing configurations hardened against malicious access; ● Third-party security services for audit, benchmarking, and improvement of our cyber security program; ● Ongoing monitoring and evaluation of our cybersecurity posture and performance through regular vulnerability scans, simulated phishing tests, and penetration tests; ● Coordination of security activities with manufacturing schedules to maximize the use of limited maintenance windows for critical system audits and hardware lifecycle refreshes; ● Oversight of third -party service providers by conducting vendor due diligence upon onboarding and ongoing monitoring of supply chain risks, including the enforcement of least-privilege remote access for third -party technicians; ● An incident response plan designed to coordinate the activities to prepare, respond, and recover from cybersecurity incidents, prioritizing the safety of personnel, the protection of the environment, and the restoration of business-critical manufacturing systems; ● Structured management of change process to ensure material changes to our systems or operations have an updated assessment of their potential impact associated with internal and external threats; ● Implementation of acceptable use policies and oversight of emerging technology activity-including AI tools-to prevent the unauthorized disclosure of confidential business information; ● Ongoing, annual employee security awareness training; and ● Cybersecurity insurance coverage to help mitigate the risk of loss from cybersecurity incidents.
Item 1C. Cybersecurity. Risk Management and Strategy The Company understands the importance of managing risks from cybersecurity incidents and utilizes a multilayered strategy guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework for assessing, identifying, detecting and responding to threats and other potential incidents.
Item 1C. Cybersecurity. Risk Management and Strategy The Company understands the importance of managing risks from cybersecurity incidents and utilizes a multilayered strategy guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework for identifying, protecting, detecting, responding to, and recovering from threats and other potential incidents.
To date, the Company does not believe that cybersecurity incidents have materially affected the Company, its business strategy, results of operations, or financial condition. The Company cannot provide assurance that it will not be materially affected by any future material cybersecurity incidents. For more information about the cybersecurity risks the Company faces, see Item 1A, Risk Factors, above.
To date, the Company does not believe that cybersecurity incidents have materially affected the Company, its business strategy, results of operations, or financial condition. The Company cannot provide assurance that it will not be materially affected by any future material cybersecurity incidents.
The IT Director is responsible for reporting audit findings and risk information to the Company’s Chief Financial Officer (“CFO”). Our board of directors is responsible for overseeing our enterprise risk management activities in general, and each of the committees of our board of directors assists the board of directors in the role of risk oversight.
The CITO is responsible for reporting audit findings and risk information to the Company’s Chief Financial Officer (“CFO”). The CFO, in consultation with the CITO and legal counsel, is responsible for the final determination of the materiality of any cybersecurity incident. Our board of directors is responsible for overseeing our enterprise risk management activities.
The Audit Committee of the board of directors oversees our cybersecurity risk and receives reports from time to time from our CFO on cybersecurity risk management.
The Audit Committee of the board of directors oversees our cybersecurity risk and receives reports semi-annually (or more frequently as needed) from our CFO and CITO on cybersecurity risk management and the effectiveness of our ICS security controls.
Promptly after becoming aware of a material cybersecurity incident affecting our IT systems or data, the IT Director would work with management to formulate a mitigation plan and review compliance with such plan, as well as to ensure compliance with any external regulatory or disclosure requirements, including any disclosures of material cybersecurity incidents. 27 Table of Contents Item 2. Properties.
Promptly after becoming aware of a material cybersecurity incident, the CITO works with management to formulate a mitigation plan, ensure compliance with regulatory requirements, and oversee the timely disclosure of material incidents. Item 2. Properties.
Governance The Company’s Information Technology (“IT”) Director is responsible for developing and implementing our cybersecurity program and has over 20 years of cybersecurity experience in various roles involving information security, developing cybersecurity strategies, and implementing cybersecurity programs. Our program includes that all employees complete annual cybersecurity awareness training.
For more information about the cybersecurity risks the Company faces, see Item 1A, Risk Factors, above. 28 Table of Contents Governance The Company’s Chief Information Technology Officer (“CITO”) is responsible for developing and implementing our cybersecurity program and has over 20 years of cybersecurity experience.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. 28 Item 3. Legal Proceedings. 28 Item 4. Mine Safety Disclosures. 28 Part II 29 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 29 Item 6. [Reserved] 32 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. 33 Item 7A.
Biggest changeItem 2. Properties. 29 Item 3. Legal Proceedings. 29 Item 4. Mine Safety Disclosures. 29 Part II 30 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 30 Item 6. [Reserved] 32 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. 33 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 45 Item 8. Financial Statements and Supplementary Data. 46 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 77 Item 9A. Controls and Procedures. 77
Quantitative and Qualitative Disclosures About Market Risk. 46 Item 8. Financial Statements and Supplementary Data. 47 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 80 Item 9A. Controls and Procedures. 80

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn March 12, 2024, the Company’s board of directors authorized the repurchase of up to $25.0 million of Company common stock through a stock repurchase program expiring March 12, 2026. The program could be suspended or discontinued at any time, based on market, economic, or business conditions.
Biggest changeOur Board of Directors has established a strategic framework for capital returns through a formal stock repurchase program: ● Original Authorization: On March 12, 2024, the Board authorized the repurchase of up to $25.0 million of Company common stock, originally set to expire in March 2026. ● Program Extension: On December 10, 2025, the Company announced a 24-month extension of this $25.0 million authorization.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2019 and its relative performance is tracked through December 31,2024.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2020 and its relative performance is tracked through December 31, 2025.
Dividends The payment of cash dividends by us is dependent upon our existing cash and cash equivalents, future earnings, capital requirements, and overall financial condition. We declared and paid regular cash dividends for 2024 and 2023, and we have also declared dividends for 2025.
Dividends The payment of cash dividends by us is dependent upon our existing cash and cash equivalents, future earnings, capital requirements, and overall financial condition. We declared and paid regular cash dividends for 2025 and 2024, and we have also declared dividends for the first quarter of 2026.
Holders The shares of our common stock were held by approximately 308 holders of record on March 31, 2025, as recorded on our transfer agents’ register. We believe that the number of beneficial owners of our common stock is substantially greater than the number of holders of record.
Holders The shares of our common stock were held by approximately 303 holders of record on March 16, 2026, as recorded on our transfer agents’ register. We believe that the number of beneficial owners of our common stock is substantially greater than the number of holders of record.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The shares of our common stock are traded on the NYSE under the trading symbol “FF”. As of March 31, 2025, there are 43,803,243 shares of our common stock outstanding.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The shares of our common stock are traded on the NYSE under the trading symbol “FF”. As of March 16, 2026, there are 43,863,507 shares of our common stock outstanding.
Number of securities Weighted-average Number of securities to be issued upon exercise price of remaining available for future exercise of outstanding options, issuance under equity outstanding units, options, warrants and rights compensation plans (excluding warrants and rights (excluding RSUs securities reflected in column (a)) Plan Category (a) reflected in column (a)) Equity compensation plans approved by security holders 794,000 $ 7.33 3,526,324 Performance Graph The graph below compares the cumulative 5-Year total return to holders of the Company's common stock relative to the cumulative total returns of the Russell 2000 index and 24 companies, listed in footnote 1 below.
Plan Category Number of securities to be issued upon exercise of outstanding units, options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs reflected in column (a)) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 850,393 $ 6.32 3,456,008 30 Table of Contents Performance Graph The graph below compares the cumulative 5-Year total return to holders of the Company's common stock relative to the cumulative total returns of the Russell 2000 index and 24 companies, listed in footnote 1 below.
Under the Incentive Plan, awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate. The shares to be issued under the Incentive Plan were registered with the SEC on a Form S-8 filed on November 9, 2017.
We do not maintain any other equity compensation plan or individual equity compensation arrangement. Under the Incentive Plan, awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate. The shares to be issued under the Incentive Plan were registered with the SEC on a Form S-8 filed on November 9, 2017.
Through December 31, 2024, we have issued or awarded 8 4,000 options to purchase shares of our common stock, 750,000 restricted stock units (“RSUs”), and 40,000 shares of stock, in each case under the Incentive Plan. 29 Table of Contents Following is additional information regarding the incentive plans as of December 31, 2024.
Through December 31, 2025, we have issued or awarded 9 4,000 options to purchase shares of our common stock, 800,393 restricted stock units (“RSUs”), and 101,514 shares of stock, in each case under the Incentive Plan. Following is additional information regarding the incentive plans as of December 31, 2025.
(1.) The 24 companies included in the company's peer group are: Archer-Daniels-Midland Co, Arkema S.A., Albemarle Corp, Alto Ingredients Inc, Aemetis Inc, Bunge Global S.A., Cabot Corp, Chemours Co, Celanese Corp, Darling Ingredients Inc, Dow Inc, Eastman Chemical Co, Gevo Inc, Green Plains Inc, Hudson Technologies Inc, Huntsman Corp, Kronos Worldwide Inc, Lanxess A.G., Lyondellbasell Industries N.V., Olin Corp, Rex American Resources Corp, Stepan Co, Solvay S.A., and Westlake Corp. 30 Table of Contents Unregistered Sales of Equity Securities We did not sell any of our securities within the period covered by this report in transactions that were not registered under the Securities Act.
(1.) The 24 companies included in the Company's peer group are: Archer-Daniels-Midland Co, Arkema S.A., Albemarle Corp, Alto Ingredients Inc, Aemetis Inc, Bunge Global S.A., Cabot Corp, Chemours Co, Celanese Corp, Darling Ingredients Inc, Dow Inc, Eastman Chemical Co, Gevo Inc, Green Plains Inc, Hudson Technologies Inc, Huntsman Corp, Kronos Worldwide Inc, Lanxess A.G., Lyondellbasell Industries N.V., Olin Corp, Rex American Resources Corp, Stepan Co, Solvay S.A., and Westlake Corp.
Securities Authorized for Issuance Under Equity Compensation Plan Our board of directors adopted an omnibus incentive plan, which was approved by our shareholders at our 2017 annual shareholder meeting (the “Incentive Plan”). We do not maintain any other equity compensation plan or individual equity compensation arrangement.
No assurances can be given that we will declare or pay dividends for periods after the first quarter of 2026. Securities Authorized for Issuance Under Equity Compensation Plan Our board of directors adopted an omnibus incentive plan, which was approved by our shareholders at our 2017 annual shareholder meeting (the “Incentive Plan”).
Removed
While we anticipate similar regular cash dividends after 2025, no assurances can be given that we will declare or pay dividends for years after 2025.
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Unregistered Sales of Equity Securities We did not sell any of our securities within the period covered by this report in transactions that were not registered under the Securities Act. 31 Table of Contents Share Repurchase Program The Company’s common stock is its only class of equity securities registered under Section 12 of the Exchange Act.
Removed
Additionally, we paid a special cash dividend of $2.50 per share on our common stock on April 9, 2024, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on March 26, 2024.
Added
During the fiscal year ended December 31, 2025, neither the Company nor any affiliated purchasers acquired any shares of our common stock.
Removed
Purchase of Securities by Us During 2024, neither we, nor anyone acting on our behalf, purchased any shares of our common stock, which is the only class of our equity securities that is registered pursuant to Section 12 of the Exchange Act.
Added
The program is now scheduled to expire on March 31, 2028. The execution of the repurchase program remains at the discretion of management. The timing and volume of any future transactions will be based on ongoing evaluations of: ● prevailing market and economic conditions; ● current share price performance; and ● alternative capital allocation priorities.
Removed
The timing and amount of repurchase transactions will be determined by management based on its evaluation of market conditions, share price, and other factors. 31 Table of Contents
Added
The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time without prior notice.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(Dollars in thousands) Years ended December 31: 2024 2023 Net income $ 15,503 $ 37,382 Depreciation 9,208 10,348 Non-cash stock-based compensation 359 - Interest and dividend income (7,656 ) (9,577 ) Non-cash interest expense and amortization of deferred financing costs 138 135 Loss on disposal of property and equipment 30 29 Unrealized loss (gain) on derivative instruments 1,971 (1,878 ) Gain on marketable securities - (575 ) Other income (2,751 ) (882 ) Income tax provision 792 1 Adjusted EBITDA $ 17,594 $ 34,983 The following table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure: (Dollars in thousands) Years ended December 31: 2024 2023 Net cash provided by operating activities $ 24,802 $ 21,299 Provision for deferred income taxes (773 ) - Interest and dividend income (7,656 ) (9,577 ) Income tax provision 792 1 Changes in operating assets and liabilities, net 3,180 24,143 Other non-operating income (2,751 ) (883 ) Adjusted EBITDA $ 17,594 $ 34,983 36 Table of Contents Results of Operations Consolidated 2024 Compared to 2023: 2023 Compared to 2022: Change Change (Dollars in thousands) 2024 2023 $ % 2023 2022 $ % Sales $ 243,339 $ 368,250 $ (124,911 ) (34 %) $ 368,250 $ 396,014 $ (27,764 ) (7 %) Volume/product mix effect $ (59,546 ) (16 %) $ 45,350 11 % Price effect $ (65,365 ) (18 %) $ (73,114 ) (18 %) Gross profit $ 19,644 $ 40,979 $ (21,335 ) (52 %) $ 40,979 $ 28,993 $ 11,986 41 % Operating expense $ 13,272 $ 13,611 $ (339 ) (2 %) $ 13,611 $ 11,447 $ 2,164 19 % Other (income) expense $ (9,923 ) $ (10,015 ) $ 92 1 % $ (10,015 ) $ 3,808 $ (13,823 ) NA Pretax income $ 16,295 $ 37,383 $ (21,088 ) (56 %) $ 37,383 $ 13,738 $ 23,645 172 % Income tax provision (benefit) $ 792 $ 1 $ 791 79100 % $ 1 $ (1,473 ) $ 1,474 NA Net income $ 15,503 $ 37,382 $ (21,879 ) (59 %) $ 37,382 $ 15,211 $ 22,171 146 % 2024 Compared to 2023 Consolidated sales revenue decreased 34% or $124,911 in 2024 compared to 2023 from lower sales volumes ($60,574) and lower prices ($65,011) in the biofuel segment.
Biggest change(Dollars in thousands) Years ended December 31: 2025 2024 Net (loss) income $ (49,397 ) $ 15,503 Depreciation 9,657 9,208 Non-cash stock-based compensation 1,008 359 Interest income, net (3,758 ) (7,656 ) Non-cash interest expense and amortization of deferred financing costs 118 138 (Gain) loss on disposal of property and equipment (34 ) 30 Unrealized (gain) loss on derivative instruments (221 ) 1,971 Turnaround costs 3,801 3,723 Other loss (income) 344 (2,751 ) Income tax provision 165 792 Adjusted EBITDA $ (38,317 ) $ 21,317 The following table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure: (Dollars in thousands) Years ended December 31: 2025 2024 Net cash (used in) provided by operating activities $ (28,735 ) $ 24,802 Provision for deferred income taxes (137 ) (773 ) Interest income, net (3,758 ) (7,656 ) Income tax provision 165 792 Changes in operating assets and liabilities, net (9,997 ) 3,180 Turnaround costs 3,801 3,723 Other non-operating (loss) income 344 (2,751 ) Adjusted EBITDA $ (38,317 ) $ 21,317 36 Table of Contents Results of Operations Consolidated 2025 Compared to 2024: Change (Dollars in thousands) 2025 2024 $ % Sales $ 95,742 $ 243,339 $ (147,597 ) (61% ) Volume/product mix effect $ (137,218 ) (56 )% Price effect $ (10,379 ) (4 )% Gross (loss) profit $ (39,425 ) $ 19,644 $ (59,069 ) NA Operating expense $ 13,565 $ 13,272 $ 293 2 % Other (income) expense $ (3,758 ) $ (9,923 ) $ 6,165 62 % Pretax (loss) income $ (49,232 ) $ 16,295 $ (65,527 ) NA Income tax provision (benefit) $ 165 $ 792 $ (627 ) (79% ) Net (loss) income $ (49,397 ) $ 15,503 $ (64,900 ) NA 2025 Compared to 2024 For the fiscal year ended December 31, 2025, consolidated revenue decreased 61% ($147,597) compared to 2024.
Cost of goods sold is allocated to the chemicals and biofuels business segments based on equipment and resource usage for most conversion costs and based on revenue for most other costs. Operating costs include selling, general and administrative, and research and development expenses.
Cost of goods sold is allocated to the Chemicals and Biofuels segments based on equipment and resource usage for most conversion costs and based on revenue for most other costs. Operating costs include selling, general and administrative, and research and development expenses.
The discussion of results of operations that follows is based on revenue and expenses in total and for individual product lines and does not differentiate related party transactions. 34 Table of Contents Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023 Set forth below is a summary of certain financial information for the periods indicated.
The discussion of results of operations that follows is based on revenue and expenses in total and for individual product lines and does not differentiate related party transactions. 34 Table of Contents Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024 Set forth below is a summary of certain financial information for the periods indicated.
Revenue from bill-and-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and control of the product has transferred. Bill-and-hold transactions for 2024 and 2023 were related to custom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use by the customer.
Revenue from bill-and-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and control of the product has transferred. Bill-and-hold transactions for 2025 and 2024 were related to custom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use by the customer.
These hedging transactions are recognized in earnings and do not qualify as a hedge accounting treatment on our consolidated balance sheets at December 31, 2024 or 2023, as they do not meet the definition of a hedge instrument as defined under GAAP. The purchase of biofuels feedstock generally involves two components: basis and price.
These hedging transactions are recognized in earnings and do not qualify as a hedge accounting treatment on our consolidated balance sheets at December 31, 2025 or 2024, as they do not meet the definition of a hedge instrument as defined under GAAP. The purchase of biofuels feedstock generally involves two components: basis and price.
We are liable for these asset retirement obligations and environmental contingencies only in certain events, primarily the closure of our Batesville, Arkansas facility. As such, we do not expect a payment related to these liabilities in the foreseeable future and therefore we have excluded this amount from the table above. 44 Table of Contents
We are liable for these asset retirement obligations and environmental contingencies only in certain events, primarily the closure of our Batesville, Arkansas facility. As such, we do not expect a payment related to these liabilities in the foreseeable future and therefore we have excluded this amount from the table above. 45 Table of Contents
This activity was captured on our consolidated balance sheets at December 31, 2024 and 2023. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors which meet the normal purchase and normal sales exception of ASC 815 Derivatives and Hedging .
This activity was captured on our consolidated balance sheets at December 31, 2025 and 2024. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors which meet the normal purchase and normal sales exception of ASC 815 Derivatives and Hedging .
The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $75,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”). The Credit Facility expires on February 21, 2030.
The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $35,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”). The Credit Facility expires on February 21, 2030.
Pricing for the other performance chemical products is established based upon competitive market conditions. Some, but not all, of these products have pricing mechanisms and/or specific protections against raw material or conversion cost changes. 33 Table of Contents For our biofuels segment, we procure all of our own feedstock and only sell biodiesel for our own account.
Pricing for the other performance chemical products is established based upon competitive market conditions. Some, but not all, of these products have pricing mechanisms and/or specific protections against raw material or conversion cost changes. For our biofuels segment, we procure all of our own feedstock and only sell biodiesel for our own account.
Liquidity and Capital Resources Our net cash provided by (used in) operating activities, investing activities, and financing activities for the years ended December 31, 2024, 2023 and 2022 are set forth in the following table.
Liquidity and Capital Resources Our net cash provided by (used in) operating activities, investing activities, and financing activities for the years ended December 31, 2025, 2024 and 2023 are set forth in the following table.
As of December 31, 2024, approximately 83% o f these deposits were insured by the Federal Deposit Insurance Corporation. Off-Balance Sheet Arrangements We engage in two types of hedging transactions. First, we hedge our biofuels sales through the purchase and sale of futures contracts and options on futures contracts of energy commodities.
As of December 31, 2025, approximately 89% o f these deposits were insured by the Federal Deposit Insurance Corporation. Off-Balance Sheet Arrangements We engage in two types of hedging transactions. First, we hedge our biofuels sales through the purchase and sale of futures contracts and options on futures contracts of energy commodities.
Historically, we finance capital requirements for our business with cash flows from operations and have not had the need to incur bank indebtedness to finance any of our operations during the periods discussed herein. 42 Table of Contents Credit Facility On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement (the “Credit Agreement”) originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent and further amended on March 30, 2020 (as amended, the “Prior Credit Agreement”).
Historically, we finance capital requirements for our business with cash flows from operations and have not had the need to incur bank indebtedness to finance any of our operations during the periods discussed herein. 43 Table of Contents Credit Facility On February 21, 2025, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement, as further amended effective as of June 30, 2025 and December 22, 2025 (the “Credit Agreement”), originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent (as amended, the “Prior Credit Agreement”).
As of December 31, 2024, based on all available and allowable evidence, the Company determined that its deferred tax assets of $41,076 are more likely than not realizable only to the extent of $18,691, resulting in a net deferred tax liability of $773.
As of December 31, 2024, based on all available and allowable evidence, the Company determined that its deferred tax assets were more likely than not realizable only to the extent of $18,691, resulting in a net deferred tax liability of $773.
In 2022, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2022 totaled $21,006; $10,503 paid in 2022 and $10,503 paid in 2023. 43 Table of Contents Capital Management As a result of positive operating results, we accumulated excess working capital.
In 2023, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2023 totaled $10,503 to be paid in 2024. 44 Table of Contents Capital Management As a result of historical positive operating results, we accumulated excess working capital.
Sales revenue under bill-and-hold arrangements were $43,959, $43,766, and $36,805 for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024 and 2023, $7,301 and $4,317, respectively, was included in revenue for products that had not shipped.
Sales revenue under bill-and-hold arrangements were $36,690, $43,959, and $43,766 for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025 and 2024, $5,147 and $7,301, respectively, was included in revenue for products that had not shipped.
We have the capability to process multiple types of feedstocks including vegetable oils, animal fats, and separated food waste oils. We can receive feedstock by rail or truck, and we have substantial storage capacity to acquire feedstock at advantaged prices when market conditions permit. Our annual biodiesel production capacity is 59 million gallons per year.
We have the capability to process multiple types of feedstocks including vegetable oils, animal fats, and separated food waste oils. We can receive feedstock by rail or truck, and we have substantial storage capacity to acquire feedstock at advantaged prices when market conditions permit.
Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements, including the Notes thereto, set forth herein.
Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements, including the Notes thereto, set forth herein. Further, for additional discussion of our results for 2024, compared to 2023, please see “Item 7.
Contractual Obligations Purchase obligations include the purchase of biodiesel feedstock and various other infrastructure and capital repairs as follows: Less than 1 year $ 9,420 1-3 years 418 4-5 years 137 Total $ 9,975 A component of other noncurrent liabilities is a reserve for asset retirement obligations and environmental contingencies of $1,466 at December 31, 2024.
Contractual Obligations Purchase obligations include the purchase of biodiesel feedstock and various other infrastructure and capital repairs as follows: Less than 1 year $ 11,029 1-3 years 412 4-5 years - Total $ 11,441 A component of other noncurrent liabilities is a reserve for asset retirement obligations and environmental contingencies of $1,503 at December 31, 2025.
The Company’s effective tax rate for 2024 and 2023 includes an expense of $8,169 or 50.1% and $6,821 or 18.2%, respectively, from the recording of a valuation allowance against its deferred tax assets.
The Company’s effective tax rate for 2025 and 2024 includes an expense of $11,558 or 23.5% and $8,169 or 50.1%, respectively, from the recording of a valuation allowance against its deferred tax assets.
All Foreign Period United States Countries Total Year ended December 31, 2024 $ 242,685 $ 654 $ 243,339 Year ended December 31, 2023 $ 367,368 $ 882 $ 368,250 Year ended December 31, 2022 $ 394,671 $ 1,343 $ 396,014 The majority of our expenses are cost of goods sold.
All Foreign Period United States Countries Total Year ended December 31, 2025 $ 94,790 $ 952 $ 95,742 Year ended December 31, 2024 $ 242,685 $ 654 $ 243,339 Year ended December 31, 2023 $ 367,368 $ 882 $ 368,250 The majority of our expenses are cost of goods sold.
The majority of our revenue is from short-term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied.
We sell to customers through master sales agreements or standalone purchase orders. The majority of our revenue is from short-term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied.
Dividends In 2024, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2024 totaled $10,513 to be paid in 2025. On March 12, 2024, we also declared a special cash dividend of $2.50 per share on our common stock.
Dividends In 2025, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2025 totaled $2,681 to be paid in the first quarter of 2026.
The latter amounts do not include Contract Assets of $29 and $734 that have not been billed nor shipped at December 31, 2024 and 2023, respectively. Taxes collected from customers and remitted to governmental authorities are recorded on a net basis within cost of goods sold.
The latter amounts do not include Contract Assets of $ 40 and $29 that have not been billed nor shipped at December 31, 2025 and 2024, respectively. Taxes collected from customers remitted to governmental authorities are recorded as a reduction of the transaction price.
Shipping and handling fees related to sales transactions were billed to customers and recorded as sales revenue. Income Taxes The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes.
Shipping and handling fees related to sales transactions are billed to customers and recorded as sales revenue with an offsetting expense included in cost of goods sold. 41 Table of Contents Income Taxes The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes.
As of December 31, 2023, based on all available and allowable evidence, the Company determined that its deferred tax assets are more likely than not realizable only to the extent of its deferred tax liabilities and recorded the resulting valuation allowance.
As of December 31, 2025, based on all available and allowable evidence, the Company determined that its deferred tax assets of $53,400 are more likely than not realizable only to the extent of $19,484, resulting in a net deferred tax liability of $910.
The Company recognizes income tax positions that meet the more likely than not threshold and accrues interest related to unrecognized income tax positions which is recorded as a component of the income tax provision.
The Company recognizes income tax positions only when they meet the more likely than not threshold. The Company's policy is to record interest and penalties related to unrecognized benefits as a component of the income tax provision in the Consolidated Statement of Income and Comprehensive Income.
This special dividend paid on April 9, 2024 amounted to $109,408. Total cash dividends paid in 2024 were $119,911 . In 2023, we paid regular cash dividends aggregating $0.24 per share on our common stock with record dates and payment dates as previously discussed. The regular cash dividends declared in 2023 totaled $10,503 to be paid in 2024.
The regular cash dividends declared in 2024 totaled $10,513 to be paid in 2025. On March 12, 2024, we also declared a special cash dividend of $2.50 per share on our common stock. This special dividend paid on April 9, 2024 amounted to $109,408. Total cash dividends paid in 2024 were $119,911 .
This decrease was primarily attributable to the sale of marketable securities in 2023 of $37,701. In addition, increased capital expenditures decreased cash from investing activities by $8,646. Cash provided by investing activities was $33,022 in 2023 compared to cash used by investing activities of $3,829 in 2022 for a net increase in cash of $36,851.
This decrease was primarily attributable to the sale of marketable securities in 2023 of $37,701. In addition, increased capital expenditures decreased cash from investing activities by $8,646. Financing Activities Cash used in financing activities was $10,889 in 2025, primarily from the payment of dividends of $10,513.
Partially offsetting the increase in cash from operations was the decrease of $21,879 in net income in 2024 compared to 2023 and the change in deferred revenue of $6,787 and other non-current liabilities of $3,317. Cash provided by operating activities decreased in 2023 to $21,299 from $52,451 in 2022, a net decrease of $31,152.
Partially offsetting the increase in cash from operations was the decrease of $21,879 in net income in 2025 compared to 2024 and the change in deferred revenue of $6,787 and other non-current liabilities of $3,317. 42 Table of Contents Investing Activities Cash used in investing activities was $18,601 in 2025 compared to $14,794 in 2024 for a net decrease in cash of $3,807.
The primary amendment from the Prior Credit Agreement was a reduction in the facility’s credit limit by $25,000. We will be permitted to use net proceeds of any borrowings under the Credit Facility for working capital and other general corporate purposes. No borrowings were made under the Prior Credit Agreement as of December 31, 2024 and 2023.
We will be permitted to use net proceeds of any borrowings under the Credit Facility for working capital and other general corporate purposes. No borrowings were made under the Prior Credit Agreement as of December 31, 2025 and 2024. See Note 12 of the consolidated financial statements for additional information regarding our Credit Agreement.
(Dollars in thousands other than per share amounts) Year Year Ended Ended December 31, December 31, Dollar % 2024 2023 Change Change Revenue $ 243,339 $ 368,250 $ (124,911 ) (34 )% Income from operations $ 6,372 $ 27,368 $ (20,996 ) (77 )% Net income $ 15,503 $ 37,382 $ (21,879 ) (59 )% Earnings per common share: Basic $ 0.35 $ 0.85 $ (0.50 ) (59 )% Diluted $ 0.35 $ 0.85 $ (0.50 ) (59 )% Adjusted EBITDA $ 17,594 $ 34,983 $ (17,389 ) (50 )% We use adjusted EBITDA as a key operating metric to measure both performance and liquidity.
(Dollars in thousands other than per share amounts) Year Year Ended Ended December 31, December 31, Dollar % 2025 2024 Change Change Revenue $ 95,742 $ 243,339 $ (147,597 ) (61 )% (Loss) income from operations $ (52,990 ) $ 6,372 $ (59,362 ) NA Net (loss) income $ (49,397 ) $ 15,503 $ (64,900 ) NA (Loss) earnings per common share: Basic $ (1.13 ) $ 0.35 $ (1.48 ) NA Diluted $ (1.13 ) $ 0.35 $ (1.48 ) NA Adjusted EBITDA $ (38,317 ) $ 21,317 $ (59,634 ) NA We use adjusted EBITDA as a key operating metric to measure both performance and liquidity.
(Dollars in thousands) 2024 2023 2022 Net cash provided by operating activities $ 24,802 $ 21,299 $ 52,451 Net cash (used in) provided by investing activities $ (14,794 ) $ 33,022 $ (3,829 ) Net cash used in financing activities $ (119,911 ) $ (10,517 ) $ (10,503 ) 41 Table of Contents Operating Activities Cash provided by operating activities increased in 2024 to $24,802 from $21,299 in 2023, a net increase of $3,503.
(Dollars in thousands) 2025 2024 2023 Net cash (used in) provided by operating activities $ (28,735 ) $ 24,802 $ 21,299 Net cash (used in) provided by investing activities $ (18,601 ) $ (14,794 ) $ 33,022 Net cash used in financing activities $ (10,889 ) $ (119,911 ) $ (10,517 ) Operating Activities Cash used in operating activities was $28,735 in 2025 compared to cash provided by operating activities of $24,802 in 2024, a net decrease in cash of $53,537 primarily attributed to a decrease of $64,900 in net income from 2025 to 2024.
Based on technical guidance from the Internal Revenue Service, the Company excludes the portion of the BTC not used to satisfy excise tax liabilities from income. See Note 3 to our consolidated financial statements for a discussion of the pretax earnings impact of the BTC.
Based on technical guidance from the Internal Revenue Service, the Company excluded the portion of the BTC not used to satisfy excise tax liabilities from its taxable income, impacting the effective tax rate.
Partially offsetting the decrease in cash from operations was the increase of $22,171 in net income in 2023 compared to 2022. Investing Activities Cash used in investing activities was $14,794 in 2024 compared to cash provided by investing activities of $33,022 in 2023 for a net decrease in cash of $47,816.
This decrease in cash was primarily attributable to increased capital expenditures of $2,579 and the change in the collateralization of derivative instruments of $1,256. Cash used in investing activities was $14,794 in 2024 compared to cash provided by investing activities of $33,022 in 2023 for a net decrease in cash of $47,816.
In addition, we deliver blended product to a small group of customers within our region. We also sell D4 and D6 RINs from time to time. At December 31, 2024 we held 3.1 million RINs with a market value of $1,831 and at December 31, 2023, we held 4.3 million RINs in inventory with a market value of $6,567.
We have both truck and rail access at our Batesville facility. In addition, we deliver blended product to a small group of customers within our region, and from time to time, sell D4 and D6 RINs.
While biodiesel is the principal component of the biofuels segment, we also generate revenue from the sale of petrodiesel both in blends with our biodiesel and, from time to time, with no biodiesel added. Petrodiesel and biodiesel blends are available to customers at our leased storage facility in North Little Rock, Arkansas and at our Batesville plant.
For a detailed analysis of these variables, please refer to "Risk Factors" and Note 3 of our consolidated financial statements. While biodiesel is the principal component of the biofuels segment, we also generate revenue from the sale of petrodiesel both in blends with our biodiesel and, from time to time, with no biodiesel added.
Most of our sales are FOB the Batesville plant, although some transfer points are in other states or foreign ports.
At December 31, 2025, we held 0.4 million RINs with a market value of $379 and at December 31, 2024, we held 3.1 million RINs in inventory with a market value of $1,831. Most of our sales are FOB the Batesville plant, although some transfer points are in other states or foreign ports.
The Company’s unrecognized tax benefit totaled $0 at December 31, 2023 and 2022. 38 Table of Contents Chemicals Segment 2024 Compared to 2023: 2023 Compared to 2022: Change Change (Dollars in thousands) 2024 2023 $ % 2023 2022 $ % Sales $ 80,007 $ 79,333 $ 674 0.8 % $ 79,333 $ 80,893 $ (1,560 ) (1.9 %) Volume/product mix effect 1,028 1.3 % 356 0.4 % Price effect (354 ) (0.4 %) (1,916 ) (2.4 %) Gross profit $ 22,632 $ 29,936 $ (7,304 ) (24.4 %) $ 29,936 $ 25,645 $ 4,291 16.7 % 2024 Compared to 2023 Chemical sales revenue increased 1% or $674 in 2024 compared with 2023.
The Company’s unrecognized tax benefit totaled $0 at December 31, 2025 and 2024. 38 Table of Contents Chemicals Segment 2025 Compared to 2024: Change (Dollars in thousands) 2025 2024 $ % Sales $ 59,565 $ 80,007 $ (20,442 ) (25.6 )% Volume/product mix effect (14,382 ) (18.0 )% Price effect (6,060 ) (7.6 )% Gross (loss) profit $ (13,007 ) $ 22,632 $ (35,639 ) NA 2025 Compared to 2024 For the fiscal year 2025, chemical sales revenue totaled $59,565, a 26% ($20,442) contraction compared to 2024.
Depreciation is provided for using the straight-line method over the associated asset’s estimated useful lives. 40 Table of Contents Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , when performance obligations of the customer contract are satisfied. We sell to customers through master sales agreements or standalone purchase orders.
Changes in estimates are accounted for prospectively, meaning any adjustments to useful lives will impact depreciation expense in the current and future periods. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , when performance obligations of the customer contract are satisfied.
Biofuels gross profit decreased $14,031 in 2024 compared to 2023.
Gross profit for the Biofuels segment decreased by $23,430 in 2025 compared to 2024.
In 2022, the liquidation effect of exiting the pipeline business increased gross profit $1,851 in 2022; no such liquidation occurred in 2023. Critical Accounting Policies and Estimates Useful Lives of Property, Plant, and Equipment We primarily base our estimate of an asset’s useful life on our experience with other similar assets.
Critical Accounting Policies and Estimates Useful Lives of Property, Plant, and Equipment The determination of an asset's useful life is a fundamental estimate that impacts our financial results. We primarily establish these estimates based on historical experience with similar assets.
Capital Expenditure Commitments We had $1,460 of ne w chemical production equipment and infrastructure capital repair projects that generated commitments as of December 31, 2024. We plan to continue to invest in capital infrastructure to increase the reliability of plant operations.
Cash used in financing activities was $119,911 in 2024, primarily from the payment of a special cash dividend of $109,408 in addition to regular cash dividends. Capital Expenditure Commitments We had $4,302 of ne w chemical production equipment and infrastructure capital repair projects that generated commitments as of December 31, 2025.
Income tax provision (benefit) The income tax provision was $1 in 2023 or an effective tax rate of 0.0% as compared to a benefit in 2022 of ($1,473) or an effective tax rate of (10.7%).
Income tax provision The income tax provision was $165 in 2025 or an effective tax rate of (0.3%) as compared to a provision in 2024 of $792 or an effective tax rate of 4.9%. The Company's effective tax rate for the years 2025 and 2024 reflects the effect of certain tax credits and incentives.
These reductions were mostly offset by the receipt of a $2,750 settlement in 2024 (see Note 22 of our consolidated financial statements for further details). Income tax provision (benefit) The income tax provision was $792 in 2024 or an effective tax rate of 4.9% as compared to a provision in 2023 of $1 or an effective tax rate of 0.0%.
This increase was primarily the result of increased executive compensation expense. Other income decreased $6,165 in 2025 as compared to 2024. This net decrease was due to (i) the reduction of interest income of $3,745, and (ii) the prior year receipt of a $2,750 settlement in 2024 (see Note 22 of our consolidated financial statements for further details).
Financing Activities Cash used in financing activities increased to $119,911 in 2024 from $10,517 in 2023, a net increase of $109,394 primarily from the payment of a special cash dividend of $109,408. Cash used in financing activities was $10,517 in 2023, primarily from the payment of dividends of $10,503.
Cash provided by operating activities increased in 2024 to $24,802 from $21,299 in 2023, a net increase of $3,503.
Removed
There currently is uncertainty as to our production of biodiesel in the future. This uncertainty results from changes in feedstock prices relative to biodiesel prices and the lack of permanency of government mandates including the BTC, the small producer’s tax credit, the CFPC (effective January 1, 2025), the renewable fuels program, and the California low carbon fuel program credits.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, which discussion is incorporated herein by reference and which is available through the SEC’s official website at www.sec.gov and through the “Investors” section of the Company’s website (https://futurefuel-corporation.ir.rdgfilings.com).
Removed
See “Risk Factors” above as well as Note 3 to our consolidated financial statements. This uncertainty also results from government mandates that strengthen markets that we compete against including renewable diesel and electric vehicles.
Added
Our annual biodiesel production capacity is 59 million gallons per year. 33 Table of Contents There remains significant uncertainty regarding our future biodiesel production volumes. This outlook is primarily driven by the volatility of feedstock prices relative to finished biodiesel market prices and a systemic lack of permanency in critical government mandates.
Removed
Partially offsetting this decline was an increase in chemical segment volumes and an increase of $5,492 in amortization of deferred revenue from the expiration of a long-term contract which is now a short-term contract. Gross profit decreased 52% or $21,335 in 2024 compared to 2023. This comparative decrease was ($14,031) in the biofuel segment and ($7,304) in the chemical segment.
Added
Our operational strategy is heavily dependent on federal and state incentive structures, which are subject to legislative change or expiration. Key factors contributing to this uncertainty include: ● The Clean Fuel Production Credit (CFPC): With the CFPC becoming effective on January 1, 2025, the industry is transitioning away from the traditional BTC.
Removed
This reduction was inclusive of (i) reduced sales volumes of biodiesel and glycerin from extreme weather conditions in the first three months of the year, ii) downtime of both biodiesel and chemical production equipment during the last half of 2024 from delays by equipment suppliers, and iii) in the biofuel segment, the change in the unrealized activity of derivative instruments in comparison to the prior year with a loss of $1,971 in the current year and a gain of $1,878 in the prior year.
Added
The CFPC is in proposed rule status and expected to be finalized before mid-year 2026. ● Expiring Credits: The lack of extension for the BTC while the CFPC is finalized creates a non-permanent fiscal environment. ● Delayed RFS2 renewable volume obligation: Uncertainty negatively impacts the value of each RIN and causes uncertainty in the renewable fuel market. ● Program Flux: Ongoing shifts in the federal renewable fuels program continue to impact our revenue projections.
Removed
Also contributing to this reduced margin was the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting which increased gross profit $3,028 in 2024 as compared to $10,334 in 2023. Partially offsetting this decrease was the benefit of the amortization of deferred revenue in the chemical segment of $5,492.
Added
Furthermore, government mandates have increasingly strengthened competing sectors, creating headwinds for our biodiesel operations.
Removed
Operating expenses decreased $339 in 2024 compared to 2023. This decrease was primarily the result of decreased research and development and legal expenses. Other income decreased $92 in 2024 as compared to 2023.
Added
These include: ● Renewable Diesel: Incentives favoring renewable diesel over traditional biodiesel given the higher equivalency renewable fuel value of 1.7 as compared to 1.5 for biodiesel and higher GHG benefit. ● Electric Vehicles (EVs): Policy shifts and subsidies that accelerate the adoption of electric vehicles, potentially reducing long-term demand for liquid combustion fuels.
Removed
This net decrease was due to (i) the reduction of interest income of $1,921, (ii) the prior year gain of $575 on the sale of marketable securities with no such gain in the current year, and (iii) separations payments made in the current year.
Added
This significant contraction was primarily driven by severe regulatory headwinds in the Biofuels segment and operational interruptions within the Chemicals segment.
Removed
The Company’s effective tax rates for the years 2024 and 2023 reflect the positive effect of certain tax credits and incentives, the most significant of which are the BTC and the Small Agri-biodiesel Producer Tax Credit.
Added
Biofuels Segment Revenue Impact The Biofuels segment was the primary driver of the consolidated revenue decline, contributing $127,155 of the total decrease ($122,836 from lower volumes and $4,319 from lower pricing). ● Regulatory Uncertainty: The downturn is largely attributed to ongoing market ambiguity surrounding the CFPC, which materially impacted production economics. ● Cost Mitigation: In response to these conditions, we proactively implemented cost-reduction measures, including the idling of the biodiesel plant and a corresponding reduction in force to preserve liquidity.
Removed
As of December 31, 2023, based on all available and allowable evidence, the Company determined that its deferred tax assets were more likely than not realizable only to the extent of its deferred tax liabilities and recorded the resulting valuation allowance.
Added
Chemicals Segment Revenue Impact The Chemicals segment contributed $20,442 to the consolidated revenue decrease, driven by: ● Operational Delays: A $14,382 decline in sales volume resulting from weather-related complications that extended the scheduled plant turnaround, combined with slower production ramp-up speeds during the facility restart. ● Market Demand: Reduced volumes for products serving the energy markets. ● Contractual Transition: A $5,492 reduction in the amortization of deferred revenue following the 2024 expiration of a long-term contract.
Removed
The Company’s unrecognized tax benefit totaled $0 at December 31, 2024 and 2023. 37 Table of Contents 2023 Compared to 2022 Consolidated sales revenue decreased 7.0% or $27,764 in 2023 compared to 2022 primarily from lower average sales prices in the biofuel segment ($71,198) and, to a lesser extent, in the chemical segment ($1,916).
Added
While the customer relationship continues, it has transitioned to a short-term contractual framework. Consolidated gross profit decreased by $59,069 in 2025 compared to the prior year. This margin compression was driven by a confluence of regulatory headwinds, operational interruptions, and the expiration of legacy contractual benefits.
Removed
This decrease was partially offset by higher biodiesel sales volumes in the biofuel segment ($44,994). Gross profit increased 41.3% or $11,986 in 2023 compared to 2022.
Added
Segment Contributions to Gross Profit Decline ● Chemicals Segment: Contributed ($35,639) to the decrease. ● Biofuels Segment: Contributed ($23,430) to the decrease. 37 Table of Contents Primary Drivers of the Decrease.
Removed
This comparative increase was primarily attributable to improved margins in both the biofuel and chemical segments inclusive of (i) the change in the realized activity of derivative instruments in comparison to the prior year with a gain of $694 as compared to a loss of $24,703 in the prior year; the prior year loss included an unfavorable impact of volatility in the NYMEX heating oil futures market of $10,500 and (ii) the change in the unrealized activity of derivative instruments in comparison to the prior year with a gain of $1,878 in the current year and a gain of $343 in the prior year.
Added
The year-over-year reduction in profitability was primarily influenced by: ● Operational Idling & Market Uncertainty: Significant volume losses in biodiesel and its byproduct, glycerin, followed the strategic decision to idle biodiesel production in June 2025.
Removed
Also contributing to this improved margin was the benefit from the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting which increased gross profit $10,334 in 2023 and decreased gross profit $3,944 in 2022 (net of a liquidation of $1,850 from exiting the pipeline business).
Added
This proactive measure was taken in response to persistent regulatory ambiguity surrounding the CFPC. ● Extended Plant Turnaround: Gross profit in the Chemicals segment was further pressured by weather-related complications that extended the duration of the scheduled plant turnaround.
Removed
Operating expenses increased $2,164 in 2023 compared to 2022. This increase was primarily the result of increased compensation expense. Other income was $10,015 in 2023 as compared to other expenses of $3,808. During 2023, we exited our position in marketable securities and transferred the funds to interest earning deposits.
Added
This resulted in heightened maintenance expenditures and inefficiencies during the subsequent restart of operations. ● Contractual Amortization: A $5,492 reduction resulting from the completed amortization of deferred revenue within the Chemicals segment following the 2024 expiration of a major long-term contract. ● Inventory Accounting (LIFO): Valuation adjustments under the Last-In, First-Out (“LIFO”) method negatively impacted gross profit by $1,706 in 2025, a significant reversal from the $3,028 gain recognized through LIFO in 2024.
Removed
As a result, interest and dividend income increased $4,707 in 2023 as compared to 2022. The net realized gain on the sale of marketable securities was $575 in 2023 as compared to an unrealized loss of $8,546 in 2022 (see Note 7 of our consolidated financial statements for further details).
Added
Mitigating Factors . The overall decline was partially offset by a favorable swing in the change in derivatives. The unrealized activity of derivative instruments yielded a gain of $221 in 2025, compared to a loss of $1,971 in the prior year. Operating expenses increased $293 in 2025 compared to 2024.
Removed
The Company’s effective tax rates for the years 2023 and 2022 reflect the positive effect of certain tax credits and incentives, the most significant of which are the BTC and the Small Agri-biodiesel Producer Tax Credit.
Added
Most notable to the 2025 effective tax rate was the effect of the CFPC, a new 2025 non-refundable, transferable incentive recorded as a reduction in cost of goods sold following International Accounting Standards (“IAS”) 20 principles.
Removed
Based on technical guidance from the Internal Revenue Service, the Company excludes the portion of the BTC not used to satisfy excise tax liabilities from income. See Note 3 to our consolidated financial statements for a discussion of the pretax earnings impact of the BTC.
Added
The Budget Reconciliation Act of 2025 also reinstated the Small Agri-biodiesel Producer Tax Credit, a non-refundable, transferable incentive similarly recorded as a reduction in cost of goods sold following IAS 20. The reduction in cost of goods sold is excluded from the Company’s taxable income, impacting the effective tax rate.
Removed
The Company’s effective tax rate for 2023 and 2022 includes an expense of $6,821 or 18.2% and $7,392 or 53.8%, respectively, from the recording of a valuation allowance against its deferred tax assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed9 unchanged
Biggest change(Dollars in thousands) Hypothetical Percentage Adverse Decrease Volume Change in Decrease in in Gross Item Requirements(a) Units Price Gross Profit Profit Biodiesel feedstocks 42.4 MGAL 10 % $ 13,403 69.4 % Methanol 7.6 MGAL 10 % $ 810 4.2 % Electricity 104,738 MWH 10 % $ 548 2.8 % Sodium Methylate 10.8 MLB 10 % $ 531 2.7 % Coal 32,454 TON 10 % $ 349 1.8 % Natural Gas 1,165,645 MCF 10 % $ 301 1.6 % (a) Volume requirements and average price information are based upon volumes used and prices obtained for the year ended December 31, 2024.
Biggest change(Dollars in thousands) Hypothetical Percentage Adverse Decrease Volume Change in Decrease in in Gross Item Requirements(a) Units Price Gross Profit Profit Biodiesel feedstocks 4.1 MGAL 10 % $ 1,303 3.3 % Electricity 100,591 MWH 10 % $ 516 1.3 % (a) Volume requirements and average price information are based upon volumes used and prices obtained for the year ended December 31, 2025.
We had no derivative instruments that qualified under these rules as designated accounting hedges in 2024 or 2023. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statement of operations as a component of cost of goods sold.
We had no derivative instruments that qualified under these rules as designated accounting hedges in 2025 or 2024. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statement of operations as a component of cost of goods sold.
Volume requirements may differ materially from these quantities in future years as our business evolves. We had no borrowings as of December 31, 2024 or 2023, and, as such, we were not exposed to interest rate risk for those years.
Volume requirements may differ materially from these quantities in future years as our business evolves. We had no borrowings as of December 31, 2025 or 2024, and, as such, we were not exposed to interest rate risk for those years.
We prepared a sensitivity analysis of our exposure to market risk with respect to key raw materials and conversion costs for which we do not possess contractual market price adjustment protections based on average prices in 2024.
We prepared a sensitivity analysis of our exposure to market risk with respect to key raw materials and conversion costs for which we do not possess contractual market price adjustment protections based on average prices in 2025.
Such price protections are not always obtained, however, so raw material price risk remains a significant risk. In order to manage price risk caused by market fluctuations in biofuel prices, we may enter into exchange traded commodity futures and options contracts. We account for these derivative instruments in accordance with Topic 815, Derivatives and Hedging.
Such price protections are not always obtained, however, so raw material price risk remains a significant risk. In order to manage price risk caused by market fluctuations in biofuel prices, we may enter into exchange traded commodity futures and options contracts. We account for these derivative instruments in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging.
Due to the relative insignificance of transactions denominated in a foreign currency, we consider our foreign currency risk to be immaterial. 45 Table of Contents
Due to the relative insignificance of transactions denominated in a foreign currency, we consider our foreign currency risk to be immaterial. 46 Table of Contents
As of December 31, 2024 and 2023, the fair values of our derivative instruments were in a liability position in the amount of $235 and an asset position of $1,736, respectively.
As of December 31, 2025 and 2024, the fair values of our derivative instruments were in a liability position in the amount of $13 and $235, respectively.

Other FF 10-K year-over-year comparisons