Ascent Industries Co. (ACNT) June 10, 2026 Annual General Meeting Transcript

Good day, and welcome to the 2026 Annual Meeting of Stockholders of Ascent Industries. I would now like to turn the call over to Ben Rosenzweig. Please go ahead.

Good morning, and welcome to the 2026 Annual Meeting of Stockholders of Ascent Industries. I'm Ben Rosenzweig, Chairman of the Board of Directors of Ascent, and I now call this meeting to order. Before proceeding to the business of the meeting, I'd like to take this opportunity to welcome the directors and officers of the company and the members of the board of directors who are present at this meeting. Also attending today's meeting is Kimberly Portnoy, the company's general counsel. Ms. Portnoy will serve as the secretary of the meeting. We will now conduct a formal portion of our annual meeting. Please bear with me as I cover a few formalities. I've received an affidavit attesting to the fact that, beginning on or about April 30th, 2026, proxy materials were made available electronically or mailed to all stockholders of record as of the close of business on April 16, 2026, the record date for this meeting. As of the close of business on the record date, there were 9,109,872 shares issued in outstanding and entitled to vote. I've been advised that they are represented at this meeting, – either present at the virtual meeting or by proxy – holders of at least a majority of the outstanding shares of common stock. Therefore, a quorum is present for the transaction of business at this meeting. In a moment, I'll introduce the three items submitted to stockholders for approval. If you have not already voted by proxy, you may vote electronically at this meeting. Please use the online voting tool to vote at any time before the closing of the electronic Mr. Victor LaTessa has been appointed to act as the Inspector of Election with respect to all matters to be voted upon at the meeting or any adjournment thereof. He has signed an oath of office which will be filed with the minutes of this meeting. We will now take up the business of the meeting. For the purposes of this annual meeting, we will vote by proxy and electronically through the web portal today. Those of you who did not turn in a proxy or who wish to change your vote should click on the voting button on the web portal and follow the instructions there. The polls are now open for voting on the following matters. Number one, the election of directors to hold office for a term of one year until the 2027 annual meeting of stockholders and until their successors are elected and qualified or until such directors earlier debts, resignation, disqualification or removal. Number two, approval on a non-binding advisory basis of the compensation of our named executive officers. Number three, ratification of the appointment of Baker Tilly LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. All as set forth in the company's proxy statement. There were no stockholder nominations for director or proposals for other business to be considered at this meeting filed with the company's secretary as required by the advanced notice requirements of the company's bylaws. As a result, the business of this meeting is limited to these three matters. If you plan to vote today and have not yet done so, you must do so now in order for your vote to be counted. The inspector of election will not accept proxies, votes, or any changes or revocations submitted after the closing of the polls.

The electronic voting of this annual meeting is now closed.

I'm informed on the basis of proxies received that there are sufficient votes, one, to elect Carmen Gianantonio, Henry Guy, Chris Hutter, J. Brian Kitchen, Aldo Mazzaferro, Jeremy Rowan, and Ben Rosenzweig as directors. Number two, to approve the compensation of our named executive officers as contained in the non-binding stay on pay vote and number three to ratify the appointment of baker tilly llp as our independent registered public accounting firm for the fiscal year ending december 31 2026 all as set forth in the company's proxy statement there being no further business before this meeting i declare the formal portion of the meeting adjourned at this time brian kitchen ascent ceo and i will entertain any questions you may have. However, before taking any questions, I want to caution you that our remarks may contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not a guarantee of the company's financial performance, and investors should consult the risk factors described in the annual report on Form 10-K for the year ended December 31, 2025. I see that we do have some questions, and I'll invite Brian Kitchen, CEO, to join me on the call to answer them. Brian, I'll read off the questions that have come in virtually from the shareholders and we can answer them. First question, the last 10B5 plan expired May 11, 2026. Will a new 10B5 plan be filed to take advantage of the increased volume that will take place on July 26?

Absolutely. As you know, we're in the middle of a blackout window right now. But as soon as that's lifted, we will be back in the market.

Next question, how is the Midwest integration progressing?

Yeah, I mean, the Midwest integration is progressing to plan. I would say that we're all incredibly excited about the growth opportunities that we are uncovering with the Midwest team. and we're making incredible progress on cost synergies and just integration in the broader context, things like ERP carbonization and others. So very, very excited about the transaction. I was excited 30 days ago. I'm even more excited today than what I was 30 days ago.

Last question, is there any property or buildings connected with the Midwest business that can be sold and monetized?

Yeah, absolutely, Ben. So there is. There's a small facility here in Addison, Illinois that's under a lease that expires in April of 2027. As we discussed in the last earnings call, our plan is to, over the next Q4 and Q1, begin transitioning production out of that facility into our other assets, and then close that facility at the end of that lease term.

Perfect.

I appreciate it, Brian. I'll add a little color to the question about the 10B5 Obviously, you know, we don't need a 10B5 plan when there is an open window because we can acquire stock directly in the open market at that point. The 10B5 is for the periods where we're not able to acquire stock due to non-public information or prior to releasing an earnings report. And so we do have a matrix that we acquire stock for both in the open market and through 10B5 plans. And as good corporate governance, we intend to continue to putting in 10B5 plans to be opportunistic in the market to continue to use our excess cash to acquire our stock. So I think the board is perfectly aligned with what Brian said on that point. But thanks for the questions. Always appreciate it and always appreciate the support from all of our shareholders. So I'd like to take the time to thank the management team for their continued great work. and we'll continue to put our heads down and try to create as much value as we can. So thank you so much for attending the meeting and for your support of Ascent.

And we'll talk to you all soon.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.