bdco20250902

bdco20250902_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 14, 2025

Blue Dolphin Energy Company

(Exact name of registrant as specified in its charter)

Delaware		0-15905		73-1268729
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

801 Travis Street, Suite 2100

Houston, TX 77002

(Address of principal executive office and zip code)

(713) 568-4725

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, and is not deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2025 Blue Dolphin Energy Company (“Blue Dolphin”) issued a press release reporting its financial results for the three and nine months ended September 30, 2025 and its financial condition as of September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Blue Dolphin Energy Company Press Release Issued November 14, 2025.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

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

Date: November 14, 2025

Blue Dolphin Energy Company

/s/ BRYCE D. KLUG
Bryce D. Klug Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)

Exhibit Index

99.1	Blue Dolphin Energy Company Press Release Issued November 14, 2025.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

BLUE DOLPHIN REPORTS THIRD QUARTER 2025 FINANCIAL RESULTS

● Total gross profit of $0.03 million for the three months ended September 30, 2025 and $6.7 million for the nine months ended September 30, 2025.

● Net loss of $4.7 million, or a loss of $0.31 per share, for the three months ended September 30, 2025 and a net loss of $4.2 million, or a loss of $0.28 per share, for the nine months ended September 30, 2025.

● Consolidated earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) of $(4.4) million for the three months ended September 30, 2025 and consolidated EBITDA of $0.8 million for the nine months ended September 30, 2025.

● Refinery operations EBITDA of $(1.5) million for the three months ended September 30, 2025 and refinery operations EBITDA of $2.5 million for the nine months ended September 30, 2025.

HOUSTON, TX / ACCESS Newswire / November 14, 2025 / Blue Dolphin Energy Company ("Blue Dolphin") (OTCQX:BDCO), an independent refiner and marketer of petroleum products in the Eagle Ford Shale region, announced its financial results for the three and nine months ended September 30, 2025.

Results of Operations

Three Month Periods

Blue Dolphin reported total gross profit of $0.03 million and a net loss of $4.7 million, or a loss of $0.31 per share, for the three months ended September 30, 2025. Comparatively, Blue Dolphin reported a total gross deficit of $3.3 million and a net loss of $5.0 million, or a loss of $0.34 per share, for the three months ended September 30, 2024. Consolidated EBITDA totaled $(4.4) million for the three months ended September 30, 2025 compared to consolidated EBITDA of $(4.1) million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, refinery operations loss before income taxes totaled $2.0 million compared to a refinery operations loss before income taxes of $5.7 million for the three months ended September 30, 2024. Refinery operations EBITDA totaled $(1.5) million for the three months ended September 30, 2025 compared to refinery operations EBITDA of $(4.5) million for the three months ended September 30, 2024.

Nine Month Periods

Blue Dolphin reported total gross profit of $6.7 million and a net loss of $4.2 million, or a loss of $0.28 per share, for the nine months ended September 30, 2025. Comparatively, Blue Dolphin reported total gross profit of $3.2 million and a net loss of $4.7 million, or a loss of $0.32 per share, for the nine months ended September 30, 2024. Consolidated EBITDA totaled $0.8 million for the nine months ended September 30, 2025 compared to consolidated EBITDA of $0.5 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, refinery operations loss before income taxes totaled $0.4 million compared to a refinery operations loss before income taxes of $3.6 million for the nine months ended September 30, 2024. Refinery operations EBITDA totaled $2.5 million for the nine months ended September 30, 2025 compared to refinery operations EBITDA of $(0.3) million for the nine months ended September 30, 2024.

“Blue Dolphin continued to extract operational efficiencies where possible and manage costs,” said Jonathan P. Carroll, Chief Executive Officer of Blue Dolphin Energy Company. “As a result, we achieved a gross profit of $6.7 million and consolidated EBITDA of $0.8 million for the nine months ended September 30, 2025.”

Liquidity and Working Capital

As of September 30, 2025, Blue Dolphin had $3.3 million in cash and cash equivalents and restricted cash compared to $1.1 million at December 31, 2024, representing a $2.2 million improvement. Blue Dolphin had a working capital deficit of $23.1 million as of September 30, 2025 compared to a working capital deficit of $19.1 million as of December 31, 2024, representing a $3.9 million increase in working capital deficit.

For more information regarding Blue Dolphin's financial results for the three and nine months ended September 30, 2025, see Blue Dolphin's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2025.

Blue Dolphin Energy Company and Subsidiaries

Earnings Release Tables

Condensed Consolidated Statements of Income (Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(in thousands, except per-share amounts)						(in thousands, except per-share amounts)

Total revenue from operations	$	70,355		$	82,109		$	210,630		$	242,790
Total cost of goods sold		70,323			85,426			203,975			239,619

Gross profit (loss)		32			(3,317	)		6,655			3,171

LEH operating fee, related party		279			202			737			628
Other operating expenses		117			177			361			457
General and administrative expenses		1,633			1,041			3,692			3,495
Depreciation and amortization		74			61			222			184
Impairment of fixed assets		3,026			-			3,026			-
Interest, net		849			1,548			3,865			4,354
Total cost and expenses		5,978			3,029			11,903			9,118

Loss before income taxes		(5,946	)		(6,346	)		(5,248	)		(5,947	)

Income tax benefit		1,270			1,346			1,094			1,221

Net loss	$	(4,676	)	$	(5,000	)	$	(4,154	)	$	(4,726	)

Loss per common share
Basic	$	(0.31	)	$	(0.34	)	$	(0.28	)	$	(0.32	)
Diluted	$	(0.31	)	$	(0.34	)	$	(0.28	)	$	(0.32	)

Reconciliation of Certain Non-U.S. GAAP Measures (Unaudited)

	Three Months Ended September 30,
	2025											2024
	Refinery Operations			Tolling & Terminaling		Corporate & Other			Total			Refinery Operations			Tolling & Terminaling		Corporate & Other			Total
	(in thousands)

Income (loss) before income taxes	$	(2,046	)	$	514	$	(4,414	)	$	(5,946	)	$	(5,741	)	$	436	$	(1,041	)	$	(6,346	)

Add: depreciation and amortization		302			342		74			718			302			342		61			705
Add: interest, net		249			437		163			849			900			512		136			1,548

EBITDA	$	(1,495	)	$	1,293	$	(4,177	)	$	(4,379	)	$	(4,539	)	$	1,290	$	(844	)	$	(4,093	)

	Nine Months Ended September 30,
	2025											2024
	Refinery Operations			Tolling & Terminaling		Corporate & Other			Total			Refinery Operations			Tolling & Terminaling		Corporate & Other			Total
	(in thousands)

Income (loss) before income taxes	$	(370	)	$	1,239	$	(6,117	)	$	(5,248	)	$	(3,637	)	$	1,140	$	(3,450	)	$	(5,947	)

Add: depreciation and amortization		901			1,026		222			2,149			904			1,026		184			2,114
Add: interest, net		2,013			1,358		494			3,865			2,440			1,506		408			4,354

EBITDA	$	2,544		$	3,623	$	(5,401	)	$	766		$	(293	)	$	3,672	$	(2,858	)	$	521

About Blue Dolphin

Blue Dolphin is an independent downstream energy company operating in the Gulf Coast region of the United States. Subsidiaries operate a light, sweet-crude, 15,000-barrel per day crude distillation tower with over 1.25 million barrels of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin formed in 1986 as a Delaware corporation and trades on the OTCQX under the ticker symbol “BDCO.” For additional information, visit Blue Dolphin's corporate website at http://www.blue-dolphin-energy.com.

Contact:

Jonathan P. Carroll

Chief Executive Officer and President

713-568-4725

Cautionary Statements Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements relating to Blue Dolphin’s operations based on management’s current expectations, estimates, and projections about the oil and gas industry. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursue,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from those expressed or forecasted in such forward-looking statements. The reader should not rely on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Blue Dolphin undertakes no obligation to update publicly any forward-looking statements, whether because of new information, future events, or otherwise.

For a discussion of risk factors that could cause actual results to differ materially from those in the forward-looking statements, please see the factors set forth under the heading “Risk Factors” in Blue Dolphin’s 2024 Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this press release could also adversely affect forward-looking statements.

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