8-K
REX AMERICAN RESOURCES Corp (REX)
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): December 4, 2025
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware<br> (State or other jurisdiction<br> of incorporation) | 001-09097<br> (Commission File No.) | 31-1095548<br> (IRS Employer Identification No.) |
|---|---|---|
| 7720 Paragon Road Dayton, Ohio<br> (Address of principal executive offices) | 45459<br> (Zip Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (937) 276-3931
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 | Name of each exchange on which registered |
|---|---|---|
| Commons stock, $0.01 par value | REX | New York Stock Exchange |
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 2.02. Results of Operations and Financial Condition
On December 4, 2025, REX American Resources Corporation issued a press release announcing financial results for the three- and nine-month periods ended October 31, 2025. The press release is furnished as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. The following exhibits are furnished with<br> this report:<br><br> <br><br><br> <br>99 Press Release dated December 4, 2025* |
|---|---|
| 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * Filed herewith |
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.
| REX AMERICAN RESOURCES CORPORATION | |||
|---|---|---|---|
| Date: December 4, 2025 | By: | /s/ DOUGLAS L. BRUGGEMAN | |
| Name: | Douglas L. Bruggeman | ||
| Title: | Vice President - Finance, Chief Financial Officer and Treasurer |
Exhibit 99
REX American Resources Reports FiscalThird Quarter 2025 Net Income PerShare Attributable to REX Common Shareholders of $0.71
| ▪ | Generated $0.71 of net income per share in Fiscal Q3 ’25 |
|---|---|
| ▪ | Reported $36.1 million of gross profit for Fiscal Q3 ’25 |
| ▪ | Reported $175.6 million of net sales and revenue for Fiscal Q3 ’25 |
| ▪ | Reported 78.4 million gallons of consolidated ethanol sales volumes for Fiscal Q3 ’25 |
| ▪ | Ethanol expansion project moving forward with completion still expected in 2026 |
Dayton, OH - Thursday, December 4, 2025 - REX American Resources Corporation (“REX” or the “Company”) (NYSE: REX), a leading ethanol production company, today announced financial and operational results for the Company’s fiscal third quarter 2025.
REX American Resources’ fiscal third quarter 2025 results principally reflect its interests in six ethanol production facilities. The One Earth Energy, LLC (“One Earth”) and NuGen Energy, LLC (“NuGen”) ethanol production facilities are consolidated, while the four other ethanol plants are reported as equity in income of unconsolidated affiliates.
Third Quarter 2025 Results
REX reported Q3 ’25 net sales and revenue of $175.6 million compared to Q3 ’24 net sales and revenue of $174.9 million. Third quarter 2025 gross profit for the Company was $36.1 million, compared with $39.7 million in Q3 ’24. The decrease in gross profit was primarily the result of lower ethanol and distillers grain pricing. The Company reported interest and other income of $3.2 million in Q3 ’25, compared to $4.6 million in Q3 ’24. This led to Q3 ’25 income before income taxes and noncontrolling interests of $35.5 million, compared with $39.5 million in Q3 ’24.
Net income attributable to REX shareholders in Q3 ’25 was $23.4 million, compared to $24.5 million in Q3 ’24. Third quarter ’25 diluted net income per share attributable to REX common shareholders was $0.71, compared to $0.69 per share in Q3 ’24. Per share results for Q3 ’25 and Q3 ’24 are based on 33,002,000 and 35,445,000 diluted weighted average shares outstanding, respectively.
Update on One Earth Energy Ethanol Production Expansionand Carbon Capture Projects
REX has made progress on the expansion of ethanol production at the One Earth facility, and the facility is on track for 2026 completion.
As previously discussed, REX substantially completed construction of the capture and compression portions of its One Earth carbon capture and sequestration project at the Company’s Gibson City, Illinois location during Fiscal Year 2024. Currently, the Environmental Protection Agency (EPA) Class VI injection well permitting process is ongoing. Final permitting decision for the sequestration portion of the project is expected to be completed in June 2026 according to the published EPA timeline.
Capital expenditures at the end of the third quarter related to the One Earth carbon capture and sequestration project and related expansion of ethanol production capacity at the Gibson City location totaled $155.8 million. The Company’s combined budget for completion of the projects is $220-$230 million.
Balance Sheet
As of October 31, 2025, REX had $335.5 million of cash, cash equivalents, and short-term investments available and no bank debt.
Management Commentary
“REX continues to deliver value to shareholders, marking our 21st consecutive quarter of positive earnings,” said Zafar Rizvi, Chief Executive Officer of REX. “As our ethanol expansion and carbon capture projects advance, we are evaluating how best to leverage the 45Z tax credits to further enhance shareholder value. Most importantly, our team remains laser-focused on our core business, which continues to perform strongly and is well-positioned to deliver another profitable quarter and positive cash flow. We are excited about the opportunities ahead as we look forward to a successful 2026 and as we enter the fiscal fourth quarter.”
Conference Call Information
REX will host a conference call at 11:00 a.m. ET today to discuss the Company’s fiscal third quarter results and will also host a question and answer session. To access the conference call, interested parties may dial (877) 269-7751 (US) or (201) 389-0908 (international). Participants can also view an updated presentation, as well as listen to a live webcast of the call by going to the Investors section on the REX website at www.rexamerican.com. A replay will be available shortly after the live conference call and can be accessed by dialing (844) 512-2921 (US) or (412) 317-6671 (international). The passcode for the replay is 13757314. The replay will be available for 30 days after the call.
About REX American Resources Corporation
REX American Resources Corporation has interests in six ethanol production facilities, which in aggregate have production capacity totaling approximately 730 million gallons per year. REX’s effective ownership of annual volumes is approximately 300 million gallons. Further information about REX is available at www.rexamerican.com.
Forward-Looking Statements
This press release contains or may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking terminology such as “may,” “expect,” “believe,” “estimate,” “anticipate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. These risks and uncertainties include the risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission and include among other things: the impact of legislative and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, distillers corn oil, gasoline and natural gas, commodity market risk, ethanol plants operating efficiently and according to forecasts and projections, logistical interruptions, success in permitting and developing the planned carbon sequestration facility near the One Earth Energy ethanol plant, changes in the international, national or regional economies, the impact of inflation, the ability to attract employees, weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy and tariffs, changes in foreign currency exchange rates, the effects of terrorism or acts of war and the effect of pandemics on the Company’s business operations, including impacts on supplies, demand, personnel and other factors. The Company does not intend to update publicly any forward-looking statements except as required by law.
Investor Contacts
Douglas Bruggeman
Chief Financial Officer
Caldwell Bailey
ICR, Inc.
rexamerican@icrinc.com
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements ofOperations
(in thousands, except pershare amounts)
Unaudited
| Three Months Ended<br> October 31, | Nine Months Ended<br> October 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net sales and revenue | $ | 175,625 | $ | 174,877 | $ | 492,528 | $ | 484,263 |
| Cost of sales | 139,493 | 135,196 | 427,735 | 410,358 | ||||
| Gross profit | 36,132 | 39,681 | 64,793 | 73,905 | ||||
| Selling, general and administrative expenses | (8,214) | (8,426) | (20,359) | (20,977) | ||||
| Equity in income of unconsolidated ethanol affiliates | 4,388 | 3,621 | 6,285 | 7,086 | ||||
| Interest and other income, net | 3,151 | 4,629 | 10,461 | 14,950 | ||||
| Income before income taxes and noncontrolling interests | 35,457 | 39,505 | 61,180 | 74,964 | ||||
| Provision for income taxes | (7,988) | (9,402) | (13,711) | (17,581) | ||||
| Net income | 27,469 | 30,103 | 47,469 | 57,383 | ||||
| Net income attributable to noncontrolling interests | (4,056) | (5,603) | (8,267) | (10,314) | ||||
| Net income attributable to REX common shareholders | $ | 23,413 | $ | 24,500 | $ | 39,202 | $ | 47,069 |
| Weighted average shares outstanding – basic | 33,002 | 35,189 | 33,267 | 35,100 | ||||
| Basic net income per share attributable to REX common shareholders | $ | 0.71 | $ | 0.70 | $ | 1.18 | $ | 1.34 |
| Weighted average shares outstanding – diluted | 33,002 | 35,445 | 33,267 | 35,346 | ||||
| Diluted net income per share attributable to REX common shareholders | $ | 0.71 | $ | 0.69 | $ | 1.18 | $ | 1.33 |
REX AMERICAN RESOURCES CORPORATIONAND SUBSIDIARIES
ConsolidatedBalance Sheets
(in thousands)
Unaudited
| October 31,<br> 2025 | January 31,<br> 2025 | |||
|---|---|---|---|---|
| ASSETS: | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 272,004 | $ | 196,255 |
| Short-term investments | 63,537 | 162,820 | ||
| Accounts receivable | 27,442 | 21,511 | ||
| Inventory | 27,675 | 31,676 | ||
| Refundable income taxes | 6,067 | 6,445 | ||
| Prepaid expenses and other | 14,938 | 17,112 | ||
| Total current assets | 411,663 | 435,819 | ||
| Property and equipment, net | 260,173 | 210,683 | ||
| Operating lease right-of-use assets | 19,291 | 20,985 | ||
| Finance lease right-of-use assets | 18,032 | - | ||
| Other assets | 1,321 | 16,721 | ||
| Equity method investment | 39,579 | 35,800 | ||
| TOTAL ASSETS | $ | 750,059 | $ | 720,008 |
| LIABILITIES AND EQUITY: | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable – trade | $ | 33,616 | $ | 28,337 |
| Current operating lease liabilities | 6,859 | 5,746 | ||
| Current finance lease liabilities | 469 | - | ||
| Accrued expenses and other current liabilities | 16,537 | 16,360 | ||
| Total current liabilities | 57,481 | 50,443 | ||
| LONG-TERM LIABILITIES: | ||||
| Deferred taxes | 10,152 | 3,562 | ||
| Long-term operating lease liabilities | 12,818 | 15,367 | ||
| Long-term finance lease liabilities | 2,793 | - | ||
| Long-term taxes payable | 7,843 | 4,334 | ||
| Other long-term liabilities | 2,769 | 2,700 | ||
| Total long-term liabilities | 36,375 | 25,963 | ||
| EQUITY: | ||||
| REX shareholders’ equity: | ||||
| Common stock | 329 | 344 | ||
| Retained earnings | 566,594 | 559,993 | ||
| Total REX shareholders’ equity | 566,923 | 560,337 | ||
| Non-controlling interests | 89,280 | 83,265 | ||
| Total equity | 656,203 | 643,602 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 750,059 | $ | 720,008 |
REX AMERICAN RESOURCES CORPORATIONAND SUBSIDIARIES
Consolidated Statements ofCash Flows
(in thousands)
Unaudited
| Nine Months Ended | ||||
|---|---|---|---|---|
| October 31,<br> 2025 | October 31,<br> 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net Income including noncontrolling interest | $ | 47,469 | $ | 57,383 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation | 11,007 | 12,433 | ||
| Amortization of operating lease right-of-use assets | 4,859 | 4,192 | ||
| Amortization of finance lease right-of-use assets | 949 | - | ||
| Income from equity method investments | (6,285) | (7,086) | ||
| Dividends received from equity method investments | 2,506 | 3,007 | ||
| Interest income from investments | (3,707) | (4,219) | ||
| Deferred income taxes | 6,590 | 11,934 | ||
| Stock-based compensation expense | 3,636 | 2,980 | ||
| Loss on disposal of property and equipment – net | 191 | 45 | ||
| Changes in assets and liabilities: | ||||
| Accounts receivable | (5,931) | 854 | ||
| Inventories | 4,001 | (2,143) | ||
| Refundable income taxes | 378 | 172 | ||
| Other assets | 904 | (12,639) | ||
| Accounts payable – trade | 2,961 | (21,629) | ||
| Long-term taxes payable | 3,509 | - | ||
| Other liabilities | (8,990) | (6,178) | ||
| Net cash provided by operating activities | 64,047 | 39,106 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Capital expenditures | (55,653) | (55,428) | ||
| Purchase of short-term investments | (129,010) | (210,328) | ||
| Maturity of short-term investments | 232,000 | 302,981 | ||
| Deposits | 118 | 195 | ||
| Proceeds from sale of real estate and property and equipment | - | 210 | ||
| Net cash provided by investing activities | 47,455 | 37,630 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Treasury stock acquired | (33,382) | - | ||
| Payments to noncontrolling interests holders | (2,252) | (1,884) | ||
| Principal paid on finance lease liabilities | (119) | - | ||
| Net cash used in financing activities | (35,753) | (1,884) | ||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 75,749 | 74,852 | ||
| CASH AND CASH EQUIVALENTS – Beginning of period | 196,255 | 223,397 | ||
| CASH AND CASH EQUIVALENTS – End of period | $ | 272,004 | $ | 298,249 |
| Non-cash investing activities – Accrued capital expenditures | $ | 5,235 | $ | 3,275 |
|---|---|---|---|---|
| Non-cash investing activities – Capital additions transferred from prepaid expenses | $ | 952 | $ | 188 |
| Non-cash financing activities – Stock awards accrued | $ | 3,392 | $ | 1,648 |
| Non-cash financing activities – Stock awards issued | $ | - | $ | 2,172 |
| Non-cash financing activities – Excise tax on stock repurchases accrued | $ | 258 | $ | - |
| Operating right-of-use assets acquired and liabilities incurred upon lease execution | $ | 3,007 | $ | 13,734 |
| Finance right-of-use assets acquired and liabilities incurred upon lease execution | $ | 3,381 | $ | - |