HUDSON TECHNOLOGIES INC /NY

Previous wording

The Company also sells industrial gases to a variety of industry customers, predominantly to users in, or involved with, the US Military. In July 2016, the Company was awarded, as prime contractor, a five-year fixed price contract, including a five-year renewal option which has been exercised, awarded to it by the United States Defense Logistics Agency (“DLA”) for the management and supply of refrigerants, compressed gases, cylinders and related items to US Military commands and installations, Federal civilian agencies and foreign militaries. Primary users include the US Army, Navy, Air Force, Marine Corps and Coast Guard. Our contract with DLA expires in July 2026.

Current wording

The Company also sells industrial gases to a variety of industry customers, predominantly to users in, or involved with, the US Military. In July 2016, the Company was awarded, as prime contractor, a five-year fixed price contract, including a five-year renewal option which has been exercised, awarded to it by the United States Defense Logistics Agency (“DLA”) for the management and supply of refrigerants, compressed gases, cylinders and related items to US Military commands and installations, Federal civilian agencies and foreign militaries. Primary users include the US Army, Navy, Air Force, Marine Corps and Coast Guard. Our contract with DLA was set to expire in July 2026, but has been extended as described below.

Previous wording

In October 2025, the DLA awarded a new five-year contract with a five-year renewal option to the Company (the “2025 DLA Contract”). Following issuance of the new contract, a competitor filed a bid protest at the U.S. Court of Federal Claims, challenging the DLA’s evaluation of proposals and the contract award to the Company. In response, the DLA is reviewing its evaluation to determine whether corrective action is necessary and has rescinded the 2025 DLA Contract award during this process. While the bid protest and corrective action is pending, the Company will continue providing logistics support under its existing contract which runs through July 2026.

Current wording

In October 2025, the DLA awarded a new five-year contract with a five-year renewal option to the Company (the “2025 DLA Contract”). Following issuance of the new contract, a competitor filed a bid protest at the U.S. Court of Federal Claims, challenging the DLA’s evaluation of proposals and the contract award to the Company. In response, the DLA rescinded the 2025 DLA Contract award and commenced a re-bid process. On May 27, 2026, the Company received a bridge modification from the DLA extending the expiration date of the existing DLA contract to November 29, 2026, with two additional three-month options to February 28, 2027 and May 29, 2027. The contract extension served as bridge under the current agreement while the DLA completed the rebidding process. On August 4, 2026, following the completion of the re-bidding process, the Company was re-awarded the previously disputed and rescinded agreement with the DLA. The initial term of the new DLA contract runs through August 4, 2031 with the DLA holding a five-year option to extend the term through July 31, 2036.

Previous wording

On December 16, 2025, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of Denver Refrigerants Inc. (d/b/a Refrigerants Inc.). The consideration for Refrigerants Inc. acquisition was approximately $2.2 million in cash, paid at the closing, and provides for a further contingent payment of up to $2.0 million payable, to the extent earned, approximately 17 and 29 months from the closing date.

Current wording

On December 16, 2025, the Company’s subsidiary Hudson Technologies Company completed the acquisition of substantially all the business assets of Denver Refrigerants Inc. (d/b/a Refrigerants Inc.). The consideration for the Refrigerants Inc. acquisition was approximately $2.2 million in cash, paid at the closing, and provides for a further contingent payment of up to $2.0 million payable, to the extent earned, approximately 17 and 29 months from the closing date.

Previous wording

Final Refrigerant Management Rule – The rule requires better management and reuse of existing HFCs, including by reducing wasteful leaks from equipment and supporting HFC recycling and reclamation. The rule includes requirements for repairing leaky equipment, use of automatic leak detection systems on large refrigeration systems, mandating the use of reclaimed HFCs for certain applications, recovery of HFCs from cylinders before their disposal, and a container tracking system.

Current wording

Final Refrigerant Management Rule – The rule requires better management and reuse of existing HFCs, including by reducing wasteful leaks from equipment and supporting HFC recycling and reclamation. The rule includes requirements for repairing leaky

Previous wording

Revenues for the three-month period ended March 31, 2026 were $60.2 million, an increase of $4.9 million or 9% from the $55.3 million reported during the comparable 2025 period. The increase was primarily attributable to higher sales volumes which was partially offset by the mix of refrigerants sold during the period.

Current wording

Revenues for the three-month period ended June 30, 2026 were $78.3 million, an increase of $5.5 million or 8% from the $72.8 million reported during the comparable 2025 period. The increase was primarily attributable to higher sales volumes which were partially offset by the lower average market prices of refrigerants sold.

Previous wording

Gross profit and gross margin for the three-month period ended March 31, 2026, were $11.8 million and 20% respectively, a decrease of $0.3 million and 2% respectively from the $12.1 million and 22% reported during the comparable 2025 period. The decrease of $0.2 million gross profit and the decline in gross margin were primarily due to the mix of refrigerants sold during the period.

Current wording

Gross profit and gross margin for the three-month period ended June 30, 2026, were $20.7 million and 26% respectively, a decrease of $2.1 million and 5% respectively from the $22.8 million and 31% reported during the comparable 2025 period. The decrease of gross profit and the decline in gross margin were primarily due to lower average sales price of refrigerants sold during the period and higher freight costs.

Previous wording

Selling, general and administrative (“SG&A”) expenses for the three-month period ended March 31, 2026 were $9.5 million, an increase of $1.3 million from the $8.2 million reported during the comparable 2025 period due to an increase in professional fees and IT expenses.

Current wording

Selling, general and administrative (“SG&A”) expenses for the three-month period ended June 30, 2026 were $12.4 million, an increase of $3.1 million from the $9.3 million reported during the comparable 2025 period due to an increase in personnel costs, professional fees and IT expenses.

Previous wording

Interest income for the three-month period ended March 31, 2026 was $0.1 million, compared to the interest income of $0.6 million reported during the comparable 2025 period.

Current wording

Net interest income for the three-month period ended June 30, 2026 was $0.0 million, compared to net interest income of $0.7 million reported during the comparable 2025 period.

Previous wording

The Company’s income tax expense for the three-month period ended March 31, 2026 and March 31, 2025 was $1.3 million and $0.9 million, respectively. The Company’s effective tax rate for the three-month period ended March 31, 2026 and March 31, 2025 was 79.3% and 24.5%, respectively. The increase in the effective tax rate was primarily due to discrete tax items recognized during the period, including non-deductible equity-based compensation and other discrete items. For the three-month period ended March 31, 2026 and March 31, 2025, income tax expense for federal and state income tax purposes was determined by applying statutory income tax rates to pre-tax income after adjusting for discrete items.

Current wording

The Company’s income tax expense for the three-month period ended June 30, 2026 and June 30, 2025 was $2.5 million and $3.2 million, respectively. The Company’s effective tax rate for the three-month period ended June 30, 2026 and June 30, 2025 was 27.6% and 18.8%, respectively. The increase in the effective tax rate was primarily due to discrete tax items recognized during the period, including non-deductible equity-based compensation and other discrete items. For the three-month period ended June 30, 2026 and June 30, 2025, income tax expense for federal and state income tax purposes was determined by applying statutory income tax rates to pre-tax income after adjusting for discrete items.

Previous wording

The net income for the three-month period ended March 31, 2026 was $0.3 million, a decrease of $2.5 million from the $2.8 million of net income reported during the comparable 2025 period, primarily due to higher SG&A costs and lower gross margin, as described above.

Current wording

The net income for the three-month period ended June 30, 2026 was $4.9 million, a decrease of $5.3 million from the $10.2 million of net income reported during the comparable 2025 period primarily due to higher SG&A costs and lower gross margin, as described above.

Previous wording

At March 31, 2026, the Company had working capital, which represents current assets less current liabilities, of $143.0 million, a decrease of $3.2 million from the working capital of $146.2 million at December 31, 2025. The decrease in working capital is primarily attributable to the decrease in cash and increase in accounts payable due to higher inventory purchases at year end.

Current wording

At June 30, 2026, the Company had working capital, which represents current assets less current liabilities, of $150.6 million, an increase of $4.4 million from the working capital of $146.2 million at December 31, 2025. The increase in working capital is primarily attributable to the increase in accounts receivable.

Previous wording

Inventories and trade receivables are principal components of current assets. At March 31, 2026, the Company had inventories of $130.7 million, a decrease of $5.2 million from $135.9 million at December 31, 2025. The Company’s ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company’s ability to source CFC and HCFC based refrigerants (which are no longer being produced) and HFC refrigerants (with newly manufactured production currently in the process of being phased down) and HFO refrigerants.

Current wording

Inventories and trade receivables are principal components of current assets. At June 30, 2026, the Company had inventories of $128.1 million, a decrease of $7.8 million from $135.9 million at December 31, 2025. The Company’s ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company’s ability to source CFC and HCFC based refrigerants (which are no longer being produced) and HFC refrigerants (with newly manufactured production currently in the process of being phased down) and HFO refrigerants.

Previous wording

At March 31, 2026, the Company had trade receivables, net of allowance for credit losses, of $33.5 million, an increase of $16.4 million from $17.1 million at December 31, 2025, mainly due to seasonal timing. The Company typically generates its most significant revenue during the second and third quarters of any given year. The Company’s trade receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigeration industry that are primarily located in the continental United States. The Company has historically financed its working capital requirements through cash flows from operations, debt, and the issuance of equity securities.

Current wording

At June 30, 2026, the Company had trade receivables, net of allowance for credit losses, of $43.3 million, an increase of $26.2 million from $17.1 million at December 31, 2025, mainly due to seasonal timing. The Company typically generates its most significant revenue during the second and third quarters of any given year. The Company’s trade receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigeration industry that are primarily located in the continental United States. The Company has historically financed its working capital requirements through cash flows from operations, debt, and the issuance of equity securities.

Previous wording

Net cash used in operating activities for the three-month period ended March 31, 2026 was $12.8 million, compared to net cash provided by operating activities of $14.2 million for the comparable 2025 period. This change is primarily driven by the timing of inventories, lower of cost net reserve, trade receivable, accounts payable and accrued expenses.

Current wording

Net cash used in operating activities for the six-month period ended June 30, 2026 was $6.0 million, compared to net cash provided by operating activities of $20.6 million for the comparable 2025 period. This change is primarily driven by the timing of inventories, lower of cost net reserve, trade receivables, accounts payable and accrued expenses.

Previous wording

Net cash used in investing activities for the three-month period ended March 31, 2026 was $1.1 million compared with net cash used in investing activities of $1.4 million for the comparable 2025 period, mainly due to timing of capital expenditures related to capitalization of the Company’s ERP system.

Current wording

Net cash used in investing activities for the six-month period ended June 30, 2026 was $1.7 million compared with net cash used in investing activities of $1.9 million for the comparable 2025 period, mainly due to timing of capital expenditures related to capitalization of the Company’s new ERP system.

Previous wording

Net cash used in financing activities for the three-month period ended March 31, 2026 was $6.2 million compared with net cash used in financing activities of $1.8 million for the comparable 2025 period. The variance is mainly due to the excess tax on benefits from the exercise of options for $3.7 million and the repurchase of 416,480 shares of Company common stock, at a cost of $2.5 million for the period ended March 31, 2026.

Current wording

Net cash used in financing activities for the six-month period ended June 30, 2026 was $6.3 million compared with net cash used in financing activities of $4.5 million for the comparable 2025 period. The variance is mainly due to the excess tax on benefits from the exercise of options for $3.7 million and the repurchase of 416,480 shares of Company common stock, at a cost of $2.5 million for the period ended June 30, 2026.

Previous wording

At March 31, 2026, cash and cash equivalents were $19.4 million, or approximately $20.1 million lower than the $39.5 million of cash and cash equivalents at December 31, 2025.

Current wording

At June 30, 2026, cash and cash equivalents were $25.6 million, or approximately $13.9 million lower than the $39.5 million of cash and cash equivalents at December 31, 2025.

Previous wording

The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $5 million, of which at least $3 million must be derived from availability. The Amended Wells Fargo Facility also contains a springing covenant, which takes effect only upon a failure to maintain undrawn availability of at least $11.25 million or upon an election by the Borrowers to increase the inventory component of the borrowing base, requiring the Company to maintain a Fixed Charge Coverage Ratio (FCCR) of not less than 1.00 to 1.00, as of the end of each trailing period of twelve consecutive months commencing with the month prior to the triggering of the covenant. The FCCR (as defined in the Wells Fargo Facility) is the ratio of (a) EBITDA for such period, minus unfinanced capital expenditures made during such period, to (b) the aggregate amount of (i) interest expense required to be paid (other than interest paid-in-kind, amortization of financing fees, and other non-cash interest expense) during such period, (ii) scheduled principal payments (but excluding principal payments relating to outstanding Revolving Loans under the Amended Wells

Current wording

The Amended Wells Fargo Facility contains a financial covenant requiring the Company to maintain at all times minimum liquidity (defined as availability under the Amended Wells Fargo Facility plus unrestricted cash) of at least $5 million, of which at least $3 million must be derived from availability. The Amended Wells Fargo Facility also contains a springing covenant, which takes effect only upon a failure to maintain undrawn availability of at least $11.25 million or upon an election by the Borrowers to increase the inventory component of the borrowing base, requiring the Company to maintain a Fixed Charge Coverage Ratio (FCCR) of not less than 1.00 to 1.00, as of the end of each trailing period of twelve consecutive months commencing with the month prior to the triggering of the covenant. The FCCR (as defined in the Wells Fargo Facility) is the ratio of (a) EBITDA for such period, minus unfinanced capital expenditures made during such period, to (b) the aggregate amount of (i) interest expense required to be paid (other than interest paid-in-kind, amortization of financing fees, and other non-cash interest expense) during such period, (ii) scheduled principal payments (but excluding principal payments relating to outstanding Revolving Loans under the Amended Wells Fargo Facility), (iii) all net federal, state, and local income taxes required to be paid during such period (provided, that any tax refunds received shall be applied to the period in which the cash outlay for such taxes was made), (iv) all restricted payments paid (as defined in the Amended Wells Fargo Facility) during such period, and (v) to the extent not otherwise deducted from EBITDA for such period, all payments required to be made during such period in respect of any funding deficiency or funding shortfall with respect to any pension plan. The FCCR covenant ceases after the Borrowers have been in compliance therewith for two consecutive months.

Previous wording

The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on the Borrowers’ ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.

Current wording

The Amended Wells Fargo Facility also contains customary non-financial covenants relating to the Company and the Borrowers, including limitations on the ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control.

Previous wording

The Company believes that it will be able to satisfy its working capital requirements for the foreseeable future from anticipated cash flows from operations and available funds under the Amended Wells Fargo Facility. Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company’s RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future would adversely affect the Company’s future capital needs. There can be no assurance that any of

Current wording

The Company believes that it will be able to satisfy its working capital requirements for the foreseeable future from anticipated cash flows from operations and available funds under the Amended Wells Fargo Facility. Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company’s RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future would adversely affect the Company’s future capital needs. There can be no assurance that any of the Company’s proposed or future plans will be successful, and as such, the Company may require additional capital sooner than anticipated, which capital may not be available on acceptable terms, or at all.

Previous wording

The Company participates in an industry that is highly regulated, and changes in the regulations affecting our business could affect our operating results. Currently the Company purchases virgin HCFC and HFC refrigerants and reclaimable, primarily HCFC and CFC, refrigerants from suppliers and its customers. Under the Clean Air Act the phase-down of future production of certain virgin HCFC refrigerants commenced in 2010 and has been fully phased out by the year 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position.

Current wording

The Company participates in an industry that is highly regulated, and changes in the regulations affecting our business could affect our operating results. Currently the Company purchases virgin HCFC, HFC, and HFO refrigerants and reclaimable, primarily HCFC and CFC, refrigerants from suppliers and its customers. Under the Clean Air Act the phase-down of future production of certain virgin HCFC refrigerants commenced in 2010 and has been fully phased out by the year 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by the year 2030. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position.

Previous wording

For the three-month periods ended March 31, 2026 and 2025, the United States Defense Logistics Agency (the “DLA”) accounted for greater than 10% of the Company’s revenue and 8% and 23% of the outstanding accounts receivable at March 31, 2026 and December 31, 2025. Revenue from the DLA totaled $7.7 million and $9.4 million for the three-month periods ended March 31, 2026 and March 31, 2025. Accounts receivable from the DLA totaled $2.7 million and $4.3 million as of March 31, 2026 and December 31, 2025, respectively.

Current wording

For the six-month periods ended June 30, 2026 and 2025, the United States Defense Logistics Agency (the “DLA”) accounted for greater than 10% of the Company’s revenue and 9% and 23% of the outstanding accounts receivable at June 30, 2026 and December 31, 2025. Revenue from the DLA totaled $15.8 million and $17.7 million for the six-month periods ended June 30, 2026 and June 30, 2025. Accounts receivable from the DLA totaled $4.1 million and $4.3 million as of June 30, 2026 and December 31, 2025, respectively. One additional customer represented 20% of accounts receivable at June 30, 2026.

Previous wording

The Company’s operating results vary from period to period as a result of weather conditions, requirements of potential customers, non-recurring refrigerant and service sales, availability and price of refrigerant products (virgin or reclaimable), changes in reclamation technology and regulations, timing in introduction and/or retrofit or replacement of refrigeration equipment, the rate of expansion of the Company’s operations, and by other factors. The Company’s business is seasonal in nature with peak sales of refrigerants occurring in the first nine months of each year. During past years, the seasonal decrease in sales of refrigerants has resulted in losses particularly in the fourth quarter of the year. In addition, to the extent that there is unseasonably cool weather throughout the spring and summer months, which would adversely affect the demand for refrigerants, there would be a corresponding negative impact on the Company. Delays or inability in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, increased expenses, declining refrigerant prices and a loss of a principal customer could result in significant losses. There can be no assurance that the foregoing factors will not occur and result in a material adverse effect on the Company’s financial position and significant losses. The Company believes that to a lesser extent there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales.

Current wording

expansion of the Company’s operations, and by other factors. The Company’s business is seasonal in nature with peak sales of refrigerants occurring in the first nine months of each year. During past years, the seasonal decrease in sales of refrigerants has resulted in losses particularly in the fourth quarter of the year. In addition, to the extent that there is unseasonably cool weather throughout the spring and summer months, which would adversely affect the demand for refrigerants, there would be a corresponding negative impact on the Company. Delays or inability in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, increased expenses, declining refrigerant prices and a loss of a principal customer could result in significant losses. There can be no assurance that the foregoing factors will not occur and result in a material adverse effect on the Company’s financial position and significant losses. The Company believes that to a lesser extent there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales.