FALSE000081979300008197932025-05-222025-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report:    May 22, 2025

(Date of earliest event reported)

			ALBANY INTERNATIONAL CORP.
			(Exact name of registrant as specified in its charter)

Delaware			1-10026			14-0462060
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S Employer Identification No.)

216 Airport Drive Rochester, New Hampshire			03867
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code       603-330-5850

None
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

☐    Emerging growth company

¨    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

---

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Registrant, Albany International Corp. (the “Company”), has named Sean Valashinas its Vice President – Controller and Principal Accounting Officer and appointed him Principal Accounting Officer, both effective June 9, 2025. Mr. Valashinas (age 53) joins the Company with over 30 years of accounting experience, including strategic public accounting roles. He most recently, from February 2024, served as Vice President, Accounting, Treasury, and Tax at Resonetics, a leader in advanced engineering and micro manufacturing for medical technology and life sciences. Prior to that, Mr. Valashinas worked for Standex International Corporation, a publicly traded global industrial manufacturing company providing advancements to vital industries, including electric vehicles, human health products, refrigeration, space innovation and solar technology, from 2007 to 2024, and was its Vice President, Chief Accounting Officer & Assistant Treasurer. Prior to that, Mr. Valashinas was employed by The Hershey Company, a manufacturer of confectionary and consumer snacks, as Manager, Merger & Acquisition and Special Project Accounting from 2005 to 2007, and as Plant Controller from 2002 to 2005.

Mr. Valashinas is a Certified Public Accountant, holds a Bachelor of Science in Accounting from the University of Scranton, and received an MBA with High Honors from Boston University Questrom School of Business.

A summary of Mr. Valashinas’s employment agreement and material compensation terms is attached as Exhibit 99.1, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

99.1    Summary of Valashinas compensation terms.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ALBANY INTERNATIONAL CORP.
			By:			/s/ Gunnar Kleveland
			Name:			Gunnar Kleveland
			Title:			President and Chief Executive Officer
						(Principal Executive Officer)

Date: May 22, 2025

EXHIBIT INDEX

Exhibit No.			Description
99.1			Summary of Valashinas compensation terms.
104			Inline XBRL cover page.

Exhibit 99.1

Summary of Valashinas Compensation Terms
Position			Vice President, Controller and Principal Accounting Officer, effective June 9, 2025.
Term			Employment at will. Employment may be terminated by Mr. Valashinas or Albany International Corp. (“the Company”) at any time.
Base Salary			Initial base salary at the rate of $335,000.00 per year. Salary shall be subject to adjustment from time-to-time in the same manner as other executive officers. Salaries of executive officers are customarily reviewed by the Compensation Committee of the Company’s Board of Directors in February and adjusted in April of each year.
Short-Term Incentive			Mr. Valashinas will be eligible for a short-term incentive award under the Company’s 2023 Long Term Incentive Plan for service performed in 2025, to be determined and paid in cash during early 2026. Under this award, he will be entitled to receive between 0% and 200% of a target award, equal to thirty percent (30%) of his annual base salary, based on Company performance with respect to three (3) metrics relating to Adjusted EBITDA, free cash flow and safety.
Long-Term Incentive			Mr. Valashinas will also be eligible to receive a long-term incentive award, which will be structured in two separate grants. The first such grant will be an award of performance share units (“PSU Award”) under the Company’s 2023 Long Term Incentive Plan, to be determined and paid in shares of Company stock during early 2028. Under this award, he will be entitled to receive between 0% and 200% of a target award, equal to twenty percent (20%) of his annual base salary, pro-rated from the date of hire, based on performance goal attainment during the three-year performance period, and paid in shares of Company stock early in the year after the end of the three-year performance period. For this award, the performance goal will be a specified level of Company performance with respect to three (3) metrics relating to Adjusted EBITDA, return on invested capital and relative total shareholder return. The second grant will be a share-settled restricted stock unit award (“RSU Award”), also under the Company’s 2023 Long Term Incentive Plan. Under this award, he will be entitled to receive one-third of the award grant on the first three anniversaries of the grant date. The award grant for the 2025 RSU Award will be a number of shares equal to twenty percent (20%) of his annual base salary, pro-rated from the date of hire, based on the grant-date value of the Company’s Common Stock.
Special Equity Bonus Grant			Mr. Valashinas shall be eligible for a special one-time equity bonus grant incentive with an aggregate value of $180,000.00. This special one-time equity bonus grant will be in the form of an additional grant of share-settled restricted stock units (“Special RSU Award”). The number of stock units granted shall be equal to $180,000 based on the grant-date value of the Company’s Common Stock. The Special RSU Award shall vest as to one-half of the units awarded on the first anniversary of the grant date, one-fourth on the second anniversary of the grant date, and one-fourth on the third anniversary of the grant date.
Other Benefits			Mr. Valashinas will be entitled to four weeks of vacation with pay per year unless the Company’s vacation policy applicable to executive officers provides for a greater period. Mr. Valashinas will otherwise be eligible to participate in all of the Company’s employee benefit plans, policies and arrangements applicable to other executive officers generally, including, without limitation, relocation, 401(k), healthcare, vision, life insurance and disability; in each case, as the same may exist from time to time.