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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)   December 17, 2025

 

Hudson Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

New York

(State or Other Jurisdiction of Incorporation)

 

1-13412   13-3641539
(Commission File Number)   (IRS Employer Identification No.)

 

300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey   07677
(Address of Principal Executive Offices)   (Zip Code)

 

(845) 735-6000

(Registrant's Telephone Number, Including Area Code)
 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

Title of each class Trading Symbols(s) Name of each exchange on which registered
Common Stock, $0.01 par value HDSN Nasdaq Capital Market

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 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 8.01Other Events.

 

On December 17, 2025, Hudson Technologies, Inc. (the “Company”) issued a press release announcing the acquisition of the business assets of Denver Refrigerants, Inc. (d/b/a Refrigerants Inc.. A copy of the press release is filed herewith as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit 99.1  Press Release issued December 17, 2025
  Exhibit 104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

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: December 17, 2025

 

  HUDSON TECHNOLOGIES, INC.
     
  By: /s/ Brian J. Bertaux
  Name: Brian J. Bertaux
  Title: Chief Financial Officer & Secretary

 

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Exhibit 99.1

 

 

HUDSON TECHNOLOGIES ANNOUNCES ACCRETIVE ACQUISITION OF REFRIGERANTS INC.

 

- EPA-Certified reclaimer and refrigerant distributor expands recovery network and geographic footprint

 

 

Woodcliff Lake, NJ –December 17, 2025– Hudson Technologies, Inc. (NASDAQ: HDSN) a leading provider of innovative and sustainable refrigerant products and services to the Heating, Ventilation, Air Conditioning and Refrigeration Industry – and one of the nation’s largest refrigerant reclaimers - has announced the acquisition of Refrigerants Inc., an EPA- certified reclaimer and refrigerant distributor based in Denver, Colorado. The initial purchase price of $2.5 million is subject to customary post-closing adjustments.

 

With more than two decades in the industry, Refrigerants Inc. offers a full range of refrigerant lifecycle management services including refrigerant buyback, sales and distribution, cylinder exchange, onsite recovery, and reclamation, among others.

 

Kenneth Gaglione, President and Chief Executive Officer of Hudson Technologies commented, “Our acquisition of Refrigerants Inc. is consistent with previous accretive acquisitions that have delivered organic growth in our core refrigerants reclamation business by expanding access to repeatable sources of recovered refrigerant. The Refrigerants Inc. acquisition is immaterial to our financial results but expands our reach in key markets for both refrigerant sales and the aftermarket supply chain of recovered refrigerant that is essential to the practices of reclamation and responsible refrigerant management.

 

“The AIM Act’s continued phase-down of the supply of virgin HFC refrigerants, with a significant reduction scheduled for 2029, makes the aftermarket supply chain of HFC refrigerants even more critical. Refrigerants Inc. has been a valued partner of Hudson’s for many years and brings in a large and longstanding customer base of contractors which will allow us to expand our access to field technicians who are recovering and returning aftermarket refrigerant and to grow our recovered refrigerant volume. This is consistent with our long-term view and capital allocation strategy.

 

“We’re excited to welcome the talented Refrigerants Inc. team to Hudson and look forward to leveraging their expertise to drive growth and expand our leadership position in the reclamation industry.”

 

 

 

 

About Hudson Technologies

 

Hudson Technologies, Inc. is a leading provider of innovative and sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the first in the United States and largest refrigerant reclaimers through multimillion dollar investments in the plants and advanced separation technology required to recover a wide variety of refrigerants and restoring them to Air-Conditioning, Heating, and Refrigeration Institute standard for reuse as certified EMERALD Refrigerants™.   The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. The Company’s SmartEnergy OPS® service is a web-based real time continuous monitoring service applicable to a facility’s refrigeration systems and other energy systems. The Company’s Chiller Chemistry® and Chill Smart® services are also predictive and diagnostic service offerings. As a component of the Company’s products and services, the Company also generates carbon offset projects.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Statements contained herein which are not historical facts constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of, refrigerants), the Company's ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, the ability to meet financial covenants under existing credit facilities, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States, including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully integrate any assets it acquires from third parties into its operations, and other risks detailed in the Company's 10-K for the year ended December 31, 2024 and other subsequent filings with the Securities and Exchange Commission. The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

 

Investor Relations Contact:
John Nesbett/Jennifer Belodeau

IMS Investor Relations
(203) 972-9200

[email protected]

Company Contact:
Brian Bertaux, CFO
Hudson Technologies, Inc.
(845) 735-6000
b
[email protected]