Fuel Tech, Inc 10-K for FY2025

Fuel Tech, Inc. (FTEK)

10-K 2026-03-03 For: 2025-12-31

Added on April 06, 2026

About this 10-K

Fuel Tech, Inc filed this 10-K on March 3, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $26.68M; up 6.1% from $25.13M a year earlier
Net loss: $2.32M; compared with a net loss of $1.94M a year earlier
Diluted EPS: -$0.08; compared with -$0.06 a year earlier

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Delaware		20-5657551
(State of Incorporation)		(I.R.S. ID)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FTEK	NASDAQ

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller reporting company	☒

Emerging growth company	☐

		Page

	PART I

Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	9
Item 1C.	Cybersecurity	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	10
Item 6.	Reserved	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	41

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	42
Item 11.	Executive Compensation	42
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence	42
Item 14.	Principal Accountant Fees and Services	42

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	43
Item 16.	Form 10-K Summary	44

Signatures and Certifications		45

Term		Definition
AIG		Ammonia Injection Grid
APC		Air Pollution Control Technology
ASCR^®		A trademark used to describe our Advanced Selective Catalytic Reduction process
BACT		Best Available Control Technology
BREF		Best Available Reference Technology. European emission requirements
CFD		Computational Fluid Dynamics
CKM		Chemical Kinetics Modeling
DGI^®		Dissolved Gas Infusion
EPA		The United States Environmental Protection Agency
ESP		Electrostatic Precipitator
FGC		Flue Gas Conditioning
FUEL CHEM^®		A trademark used to describe our fuel and flue gas treatment processes, including its TIFI^® Targeted In-Furnace Injection™ technology to control slagging, fouling, corrosion and a variety of sulfur trioxide-related issues
GSG™		A trademark used to describe our Graduated Straightening Grid
NOx		Oxides of nitrogen
NOxOUT^®		A trademark used to describe one of our SNCR processes for the reduction of NOx
SCR		Selective Catalytic Reduction
SNCR		Selective Non-Catalytic Reduction
TIFI^® Targeted In-Furnace Injection™		A trademark used to describe our proprietary technology that enables the precise injection of a chemical reagent into a boiler or furnace as part of a FUEL CHEM program
UDI™		Urea Direct Injection as the process to provide urea reagent directly into a duct for SCR applications
ULTRA^®		A trademark used to describe our process for generating ammonia from urea for use as a Selective Catalytic Reduction reagent
U2A		Urea to ammonia conversion process for SCR applications

	●	our success in winning new contract awards;
	●	delays in purchasing decisions resulting from the uncertainty created by the repeal or amendment of regulations intended to reduce the level of NOx emissions or delays in enforcement or non-enforcement of existing laws;

Financial	Health and Wellness	Work-Life Balance
Competitive Base Pay	Medical, Dental and Vision Benefits	Paid time off, paid holidays and jury duty pay
Corporate Objectives Plan (Potential Annual Bonus Based on Achievement of Qualitative Milestones)	Flexible Spending Accounts and Health Savings Accounts	Paid Parental Leave (maternity, paternity, adoption)
Corporation Incentive Plan (Potential Annual Bonus Based on Company’s Achievement of Operating Income)	On-site and complimentary Vaccinations	Employee Assistance Program (mental health, legal, financial services)
401(k) Retirement Savings Plan with Company Match (Traditional and Roth)		Flexible Work Arrangements
Life Insurance		Tuition Reimbursement
Short-term and Long-term Disability Insurance		Complimentary on-line learning and training

	●	the use of antivirus software, virtual private networks, email security, as well as other software to prevent and detect data intrusions.
	●	the use of Multi-Factor Authentication (MFA) to add another layer of protection to company accounts and sensitive data.

	●	the use of third-party service to conduct quarterly mandatory online training for all employees regarding identifying and avoiding cyber-security risks.
	●	the use of monthly phishing prevention campaigns to stimulate and measure awareness in order to prevent incidents caused by human error.

	For the years ended December 31,
	2025			2024			Change
Revenues	$	26,677		$	25,133		$	1,544
Costs and expenses:
Cost of sales		14,294			14,510			(216	)
Selling, general and administrative		14,050			13,761			289
Research and development		2,014			1,564			450
Total costs and expenses		30,358			29,835			523
Operating loss		(3,681	)		(4,702	)		1,021
Interest income		1,415			1,251			164
Other (expense) income, net		(43	)		1,585			(1,628	)
Loss before income taxes		(2,309	)		(1,866	)		(443	)
Income tax expense		(15	)		(77	)		62
Net loss	$	(2,324	)	$	(1,943	)	$	(381	)

	•	An increase in employee related costs of $257
	•	An increase in travel expense of $38

	•	An increase in professional services and other expenses of $26
	•	An increase in office and administrative costs relating to our foreign subsidiaries of $15

	Total		2026		2027		Thereafter
Standby letters of credit and bank guarantees	$	2,437	$	1,432	$	969	$	36
Total	$	2,437	$	1,432	$	969	$	36

	●	We evaluated management’s ability to accurately forecast project costs by comparing management’s prior forecasts of estimated costs to actual results.

	●	We evaluated management’s ability to accurately forecast project costs by comparing a sample of budgeted project costs to source information and obtaining an understanding of how the budget was prepared.

	December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	11,939		$	8,510
Short-term investments		12,942			10,184
Accounts receivable, less current expected credit loss of $108 and $106, respectively		5,355			9,368
Inventories, net		373			397
Prepaid expenses and other current assets		1,335			1,160
Total current assets		31,944			29,619
Property and equipment, net		4,739			5,084
Goodwill		2,116			2,116
Other intangible assets, net		646			327
Right-of-use operating lease assets		536			585
Long-term investments		6,991			10,875
Other assets		207			191
Total assets	$	47,179		$	48,797
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,242		$	2,915
Accrued liabilities:
Operating lease liabilities - current		89			77
Employee compensation		1,308			1,248
Other accrued liabilities		1,634			1,615
Total current liabilities		6,273			5,855
Operating lease liabilities - non-current		491			548
Deferred income taxes		187			176
Other liabilities		296			263
Total liabilities		7,247			6,842
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 32,281,179 and 31,767,329 shares issued, and 31,074,438 and 30,708,273 shares outstanding in 2025 and 2024, respectively		322			317
Additional paid-in capital		165,616			165,295
Accumulated deficit		(121,796	)		(119,472	)
Accumulated other comprehensive loss		(1,718	)		(1,915	)
Nil coupon perpetual loan notes		76			76
Treasury stock, at cost (Note 5)		(2,568	)		(2,346	)
Total stockholders’ equity		39,932			41,955
Total liabilities and stockholders’ equity	$	47,179		$	48,797

	For the years ended December 31,
	2025			2024
Revenues	$	26,677		$	25,133
Costs and expenses:
Cost of sales		14,294			14,510
Selling, general and administrative		14,050			13,761
Research and development		2,014			1,564
Total costs and expenses		30,358			29,835
Operating loss		(3,681	)		(4,702	)
Interest income		1,415			1,251
Other (expense) income, net		(43	)		1,585
Loss before income taxes		(2,309	)		(1,866	)
Income tax expense		(15	)		(77	)
Net loss	$	(2,324	)	$	(1,943	)
Net loss per common share:
Basic net loss per common share	$	(0.08	)	$	(0.06	)
Diluted net loss per common share	$	(0.08	)	$	(0.06	)
Weighted-average number of common shares outstanding:
Basic		30,937,000			30,572,000
Diluted		30,937,000			30,572,000

	Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Nil Coupon Perpetual Loan		Treasury
	Shares			Amount		Capital			Deficit			Loss			Notes		Stock			Total
Balance at December 31, 2023		30,385			313		164,853			(117,529	)		(1,748	)		76		(2,251	)	$	43,714
Net loss		—			—		—			(1,943	)		—			—		—			(1,943	)
Foreign currency translation adjustments		—			—		—			—			(167	)		—		—			(167	)
Stock compensation expense		—			—		446			—			—			—		—			446
Common shares issued upon vesting of restricted stock units		406			4		(4	)		—			—			—		—			—
Taxes paid on behalf of equity award participants		(83	)		—		—			—			—			—		(95	)		(95	)
Balance at December 31, 2024		30,708			317		165,295			(119,472	)		(1,915	)		76		(2,346	)	$	41,955
Net loss		—			—		—			(2,324	)		—			—		—			(2,324	)
Foreign currency translation adjustments		—			—		—			—			197			—		—			197
Stock compensation expense		—			—		326			—			—			—		—			326
Common shares issued upon vesting of restricted stock units		514			5		(5	)		—			—			—		—			-
Taxes paid on behalf of equity award participants		(148	)		—		—			—			—			—		(222	)		(222	)
Balance at December 31, 2025		31,074		$	322	$	165,616		$	(121,796	)	$	(1,718	)	$	76	$	(2,568	)	$	39,932

	December 31, 2025		December 31, 2024
Cash	$	9,318	$	7,879
Cash equivalents		2,621		631
Total cash and cash equivalents shown in the Consolidated Statements of Cash Flows	$	11,939	$	8,510

	Amortized Cost		Fair Value
Within one year	$	12,942	$	12,981
After one year through two years		6,005		6,028
After two years through three years		986		1,000
Total	$	19,933	$	20,009

Year	Balance at January 1		Provision charged to expense		Write-offs / Recoveries			Balance at December 31
2024	$	111	$	—	$	(5	)	$	106
2025	$	106	$	—	$	2		$	108

			2025							2024
Description of Other Intangibles	Amortization Period (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patent assets		1 - 20		867		(561	)		306		852		(525	)		327
Other intangible assets		10		340		—			340		—		—			—
Total			$	1,207	$	(561	)	$	646	$	852	$	(525	)	$	327

Year	Estimated Amortization Expense
2026	$	70
2027		70
2028		70
2029		65
2030		60
Thereafter		311
Total	$	646

Description of Property and Equipment	Depreciable Life (years)		2025			2024
Land			$	1,050		$	1,050
Building		39		3,950			3,950
Building and leasehold improvements		3 - 39		2,704			2,677
Field equipment		3 - 4		13,037			13,004
Computer equipment and software		2 - 3		2,057			2,017
Furniture and fixtures		3 - 10		1,318			1,305
Vehicles		5		37			37
Construction in process				19			2
Total cost				24,172			24,042
Less accumulated depreciation				(19,433	)		(18,958	)
Total net book value			$	4,739		$	5,084

	2025		2024
Basic weighted-average shares		30,937,000		30,572,000
Conversion of unsecured loan notes		—		—
Unexercised options and unvested restricted stock units		—		—
Diluted weighted-average shares		30,937,000		30,572,000

	Twelve Months Ended December 31,
	2025		2024
Air Pollution Control
Technology solutions	$	5,420	$	7,897
Spare parts		1,739		1,616
Ancillary revenue		1,749		1,729
Total Air Pollution Control technology		8,908		11,242
FUEL CHEM
FUEL CHEM technology solutions		17,769		13,891
Total Revenues	$	26,677	$	25,133

	As of
	December 31, 2025			December 31, 2024
Trade receivables	$	4,494		$	5,375
Unbilled receivables		887			2,075
Receivable for employee retention credit		—			1,677
Other short-term receivables		82			347
Allowance for credit losses		(108	)		(106	)
Total accounts receivable	$	5,355		$	9,368

Origin of loss before taxes	2025			2024
United States	$	(2,268	)	$	(1,740	)
Foreign		(41	)		(126	)
Loss before income taxes	$	(2,309	)	$	(1,866	)

	2025			2024
Current:
Federal	$	—		$	—
State		(4	)		(51	)
Foreign		—			(22	)
Total current		(4	)		(73	)
Deferred:
Federal		—			(2	)
State		(11	)		(2	)
Total deferred		(11	)		(4	)
Income tax expense	$	(15	)	$	(77	)

	Amount			Percentage
Provision at the U.S. federal statutory rate		(485	)		21.0	%
State and local income taxes, net of federal income tax effect
IL state and local income tax		12			(0.6	)%
All other state and local income tax		3			(0.1	)%
Foreign tax effects, including foreign valuation allowance		9			(0.4	)%
Effect of changes in tax laws or rates enacted in the current period		—			—	%
Effect of cross-border tax laws		(17	)		0.7	%
Tax credits
R&D tax credits		(202	)		8.8	%
Other tax credits		6			(0.3	)%
Changes in valuation allowances (federal only)		612			(26.4	)%
Nontaxable or nondeductible items
Stock compensation		(44	)		1.9	%
Other		26			(1.2	)%
Changes in unrecognized tax benefits		—			—	%
Other adjustments: deferred revenue		73			(3.1	)%
Other adjustments		22			(1.0	)%
Income tax expense		15			(0.7	)%

	2025			2024
Deferred tax assets:
Stock compensation expense	$	36		$	80
Royalty accruals		9			10
Bad debt allowance		52			51
Net operating loss carryforwards		10,192			9,067
Credit carry-forwards		1,668			1,472
Inventory reserve		157			154
Depreciation		402			433
Research and Development Costs		1,920			2,233
Other		569			399
Total deferred tax assets		15,005			13,899
Deferred tax liabilities:
Goodwill		(353	)		(296	)
Intangible assets		(78	)		(82	)
Total deferred tax liabilities		(431	)		(378	)
Net deferred tax asset before valuation allowance		14,574			13,521
Valuation allowances for deferred tax assets		(14,761	)		(13,697	)
Net deferred tax liability	$	(187	)	$	(176	)

Year	Balance at January 1		Charged to costs and expenses			(Deductions)/Other		Balance at December 31
2024	$	15,699		(2,002	)		—	$	13,697
2025	$	13,697		1,064			—	$	14,761

Year	Balance at January 1		Change in positions taken in a current period		Balance at December 31
202	$	326		144	$	470
2025	$	470		85	$	555

	2025
California	$	1
Louisiana		(1	)
New Jersey		2
Pennsylvania		7
Other		2
Total	$	11

	Shares
Outstanding as of December 31, 2024		2,850,000
Granted		—
Exercised		—
Outstanding as of December 31, 2025		2,850,000

		Number		Weighted-Average
		Outstanding/		Remaining Life		Weighted-Average
Range of Exercise Price		Exercisable		in Years		Exercise Price
$	5.10		2,500,000		0.62	$	5.10
$	6.45		350,000		0.62	$	6.45
			2,850,000