ftek20260331

ftek20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to______.

Commission file number: 001-33059

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-5657551

(State or other jurisdiction of

incorporation of organization)

(I.R.S. Employer

Identification Number)

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

www.ftek.com

(Address and telephone number of principal executive offices)

________________________________

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 30, 2026 there were outstanding 31,165,249 shares of Common Stock, par value $0.01 per share, of the registrant.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19

	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	9,109		$	11,939
Short-term investments		12,470			12,942
Accounts receivable, less current expected credit loss of $107 and $108, respectively		4,112			5,355
Inventories, net		364			373
Prepaid expenses and other current assets		1,099			1,335
Total current assets		27,154			31,944
Property and equipment, net of accumulated depreciation of $18,048 and $19,433, respectively		4,886			4,739
Goodwill		2,116			2,116
Other intangible assets, net of accumulated amortization of $586 and $561, respectively		620			646
Right-of-use operating lease assets, net		516			536
Long-term investments		8,995			6,991
Other assets		200			207
Total assets	$	44,487		$	47,179
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,144		$	3,242
Accrued liabilities:
Operating lease liabilities - current		92			89
Employee compensation		1,265			1,308
Other accrued liabilities		1,487			1,634
Total current liabilities		4,988			6,273
Operating lease liabilities - non-current		465			491
Deferred income taxes, net		187			187
Other liabilities		291			296
Total liabilities		5,931			7,247
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 32,390,127 and 32,281,179 shares issued, and 31,157,075 and 31,074,438 shares outstanding, respectively		323			322
Additional paid-in capital		165,671			165,616
Accumulated deficit		(123,151	)		(121,796	)
Accumulated other comprehensive loss		(1,761	)		(1,718	)
Nil coupon perpetual loan notes		76			76
Treasury stock, at cost		(2,602	)		(2,568	)
Total stockholders’ equity		38,556			39,932
Total liabilities and stockholders’ equity	$	44,487		$	47,179

	Three Months Ended
	March 31,
	2026			2025
Revenues	$	6,080		$	6,382
Costs and expenses:
Cost of sales		3,436			3,423
Selling, general and administrative		3,716			3,341
Research and development		524			570
		7,676			7,334
Operating loss		(1,596	)		(952	)
Interest income		240			279
Other expense, net		—			(66	)
Loss before income taxes		(1,356	)		(739	)
Income tax benefit		1			—
Net loss	$	(1,355	)	$	(739	)
Net loss per common share:
Basic net loss per common share	$	(0.04	)	$	(0.02	)
Diluted net loss per common share	$	(0.04	)	$	(0.02	)
Weighted-average number of common shares outstanding:
Basic		31,091,335			30,718,000
Diluted		31,091,335			30,718,000

											Accumulated			Nil
						Additional					Other			Coupon
	Common Stock					Paid-in		Accumulated			Comprehensive			Perpetual		Treasury
	Shares			Amount		Capital		Deficit			Loss			Loan Notes		Stock			Total
Balance at December 31, 2024		30,708		$	317	$	165,295	$	(119,472	)	$	(1,915	)	$	76	$	(2,346	)	$	41,955
Net loss		—			—		—		(739	)		—			—		—			(739	)
Foreign currency translation adjustments		—			—		—		—			135			—		—			135
Stock compensation expense		—			—		110		—			—			—		—			110
Common shares issued upon vesting of restricted stock units		85			1		—		—			—			—		—			1
Taxes paid on behalf of equity award participants		(24	)		—		—		—			—			—		(24	)		(24	)
Balance at March 31, 2025		30,769		$	318	$	165,405	$	(120,211	)	$	(1,780	)	$	76	$	(2,370	)	$	41,438

	As of
Held-to-maturity debt securities:	March 31, 2026			December 31, 2025
Amortized cost	$	21,465		$	19,933
Gross unrecognized gains		24			76
Gross unrecognized losses		(11	)		—
Fair value	$	21,478		$	20,009

	Amortized Cost		Fair Value
Within one year	$	12,470	$	12,483
After one year through two years		8,995		8,995
Total	$	21,465	$	21,478

At January 1, 2025	$	106
Provision charged to expense		—
(Write-offs) / Recoveries		2
At December 31, 2025	$	108
Provision charged to expense		—
(Write-offs) / Recoveries		(1	)
At March 31, 2026	$	107

	Three Months Ended
	March 31,
	2026		2025
Air Pollution Control
Technology solutions	$	755	$	571
Spare parts		394		251
Ancillary revenue		455		481
Total Air Pollution Control technology revenues		1,604		1,303
FUEL CHEM
FUEL CHEM technology solutions		4,476		5,079
Total Revenues	$	6,080	$	6,382

					Weighted- Average
	Number		Weighted-		Remaining		Aggregate
	of		Average		Contractual		Intrinsic
	Options		Exercise Price		Term		Value
Outstanding on January 1, 2026		71,000	$	1.20
Granted		—		—
Exercised		—		—
Expired or forfeited		—		—
Outstanding on March 31, 2026		71,000	$	1.20		1.10	$	11
Exercisable on March 31, 2026		71,000	$	1.20		1.10	$	11

				Weighted Average
				Grant Date
	Shares			Fair Value
Unvested restricted stock units at January 1, 2026		1,109,222		$	1.06
Granted		70,850			1.26
Vested		(108,949	)		1.15
Forfeited		(425,100	)		1.02
Unvested restricted stock units at March 31, 2026		646,023		$	1.10

	Three Months Ended
	March 31,
	2026		2025
United States	$	5,247	$	5,359
Foreign Revenues
Latin America		186		348
Europe		393		477
Africa		—		38
Asia		254		160
Total Foreign Revenues		833		1,023
Total Revenues	$	6,080	$	6,382

	As of
	March 31, 2026			December 31, 2025
Trade receivables	$	3,156		$	4,494
Unbilled receivables		974			887
Other short-term receivables		89			82
Allowance for credit losses		(107	)		(108	)
Total accounts receivable	$	4,112		$	5,355

Exercise Price	Number Outstanding/Exercisable		Weighted Average Remaining Life in Years	Weighted Average Exercise Price
$5.10		2,500,000	0.37	$	5.10
$6.45		350,000	0.37	$	6.45
		2,850,000

	Air Pollution			FUEL CHEM
Three months ended March 31, 2026	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,604		$	4,476		$	—		$	6,080
Cost of sales		(989	)		(2,447	)		—			(3,436	)
Gross margin		615			2,029			—			2,644
Selling, general and administrative		—			—			(3,716	)		(3,716	)
Research and development		—			—			(524	)		(524	)
Income (loss) from operations	$	615		$	2,029		$	(4,240	)	$	(1,596	)

	Air Pollution			FUEL CHEM
Three months ended March 31, 2025	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,303		$	5,079		$	—		$	6,382
Cost of sales		(878	)		(2,545	)		—			(3,423	)
Gross margin		425			2,534			—			2,959
Selling, general and administrative		—			—			(3,341	)		(3,341	)
Research and development		—			—			(570	)		(570	)
Income (loss) from operations	$	425		$	2,534		$	(3,911	)	$	(952	)