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) November 1325, 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))

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

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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Appointment~~See ofItem ~~Chairman~~2.03 ~~of the Board, President and Chief Executive Officer; Director Appointment~~below.

~~On November 13,~~Item ~~2025, Hudson Technologies, Inc~~2.03 ~~(the~~Creation ~~“Company”) appointed Kenneth Gaglione as its Chairman~~ of ~~the~~a ~~Board, President~~Direct ~~and~~Financial ~~Chief~~Obligation ~~Executive~~or ~~Officer.~~an ~~Mr. Gaglione~~Obligation ~~was~~under ~~also~~an ~~appointed~~Off-Balance toSheet ~~the~~Arrangement ~~Company’s Board~~ of ~~Directors with~~ a term of office to expire at the 2027 annual meeting of shareholders. He has not been appointed to serve on any committees of the Board of Directors. All such appointments are effective November 24, 2025.Registrant

~~Mr. Gaglione,~~Revolving ~~age~~Credit ~~64, previously~~Facility served as Vice President – Operations of the Company from September 2020 through December 2023. Following his departure from the Company, Mr. Gaglione served as a consultant to a leading European private equity firm evaluating opportunities in the refrigerant and HVAC industry and provided consulting services to the Company. Mr. Gaglione previously served as Global Marketing Director for aftermarket refrigerants at Honeywell International, Fluorine Products Division from 2018 to 2020. He served in a number of other capacities at Honeywell International from 2011, including Global Business Director – Aerosol & Solvents from 2015-2017, Senior Marketing Manager, Refrigerants from 2013-2014 and Global Product Manager/Senior Marketing Manager, Structural Enclosures from 2011-2013. Before joining Honeywell Mr. Gaglione had extensive experience marketing and developing advanced electronic packaging materials with Rohm and Haas’ Electronic Materials division and Ciba-Geigy’s Photopolymers division. Mr. Gaglione received a B.S. in Chemistry from the State University of New York and an MBA in Marketing from the University of California, Irvine.Amendment

~~Employment~~On November 25, 2025, Hudson Technologies Company (“HTC”) and Hudson Holdings, Inc. (“Holdings”), as borrowers (collectively, the “Borrowers”), and Hudson Technologies, Inc. (the “Company”) as a guarantor, entered into a Fourth Amendment to Amended and Restated Credit Agreement dated November 25, 2025 (the “Fourth Amendment”) with Wells Fargo Bank, National Association, as administrative agent and lender (“Agent” or “Wells Fargo”) and such other lenders as have or may thereafter become a party to the Wells Fargo Facility (the “Lenders”).

OnThe ~~November 13,~~Fourth ~~2025, the~~Amendment ~~Company~~amends ~~entered into an Employment Agreement with Mr. Gaglione dated as of November 24, 2025 (~~the ~~“Employment~~provision ~~Agreement”).~~relating ~~Pursuant~~ to ~~the~~permitted Employment Agreement, Mr. Gaglione will serve as our Chairman of the Board, President and Chief Executive Officer and will receive an annual base salary of $695,000 with such increases as the Compensation Committee of our Board of Directors may determine, a target annual bonus of 75% of then-current base salary, and an initial a five-year stock ~~option,~~repurchases vesting 50% on the first anniversary of the effective date of the Employment Agreement and a further fifty percent on the second anniversary of the effective date of the Employment Agreement, having a Black-Scholes value, determined in good faith by the ~~Compensation Committee of the Board, of at least $695,000. The~~ Company ~~will also~~, atto ~~Mr. Gaglione’s~~permit ~~option,~~stock ~~either:~~repurchases ~~(i) reimburse him~~ in ~~accordance with the Company’s reimbursement policy for the costs of a hotel near the Company’s Woodcliff Lake, New Jersey headquarters, or (ii) reimburse him for the cost of~~ an ~~apartment in the Woodcliff Lake, New Jersey area in an~~ amount not to exceed $~~5,000~~20 million per ~~month.~~calendar ~~The Employment Agreement has an initial two-~~year term and is automatically renewable for successive one-year terms unless either party gives notice of termination at least ninety days prior to the expiration date of the then-current term. Pursuant to the Employment Agreement, Mr. Gaglione has agreed to certain covenants and restrictions, which include an agreement that Mr. Gaglione will not compete with the Company in ~~the United States for~~ aeach ~~period~~ of ~~twelve~~2025 months after his termination for any reason. The Employment Agreement also provides that Mr. Gaglione is entitled to sick leave for up to one hundred twenty days with continuation of at least 75% of Mr. Gaglione’s salary after the commencement of his sick leave. The Employment Agreement further provides that in the event of his involuntary separation without cause, the Company’s election not to renew the Employment Agreement, or his voluntary separation for a good reason as enumerated in the Employment Agreement, Mr. Gaglione will receive severance payments, in the form of the continuation of his annual base salary and ~~benefits~~ ~~for~~2026 ~~a period of twelve months,~~ and a$5 ~~lump~~million ~~sum payment, subject to performance criteria, equivalent to the highest bonus paid to him~~ in ~~the~~any ~~three~~calendar ~~years~~year ~~prior~~thereafter toduring ~~his termination, pro-rated to~~ the ~~date~~term of ~~his termination. In addition,~~ the ~~Employment~~Wells ~~Agreement provides~~Fargo ~~that in the event of his involuntary separation without cause~~Facility, orupon insatisfaction ~~the event~~ of ~~his voluntary separation for a good reason~~ ascertain ~~enumerated in the agreement~~conditions, ~~all stock options, stock appreciation rights,~~ and ~~any~~makes ~~similar~~certain ~~rights~~other ~~which~~technical Mrchanges. Gaglione holds on the date of termination of employment shall become fully vested and be exercisable on the date of termination of employment, and shall remain exercisable following the termination of employment until (i) expiration of the twelve month severance period, (ii) termination of severance benefits due to a breach of the agreement by Mr. Gaglione, or (iii) expiration of the original term of the stock option, stock appreciation right or similar right, whichever first occurs.

The description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.1 to this Report.

Item 7.01

Regulation FD Disclosure

On December 1, 2025, the Company issued a press release announcing that the Company’s Board of Directors has approved an increase to its previously disclosed share repurchase program pursuant to which the Company may now purchase up to an additional $30 million in shares of the Company’s common stock (by increasing the $10 million limit in calendar year 2025 to $20 million, and authorizing the repurchase of up to $20 million in shares during calendar year 2026) (the “Repurchase Program”).

Under the Repurchase Program, the Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases or through other means, including by entering into Rule 10b5-1 trading plans, in each case, during an “open window” and when the Company does not possess material non-public information. The Repurchase Program may also include privately negotiated transactions. The timing and actual number of shares repurchased under the Repurchase Program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

Repurchases under the Repurchase Program may be funded from the Company’s existing cash and cash equivalents, and future cash flow.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.

The information in Item 7.01 of this Current Report and the press release is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.

~~The~~Item ~~description~~9.01 ofFinancial ~~the~~Statements ~~Employment Agreement does not purport to be complete~~ and ~~is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Report.~~Exhibits

Item 7.01. Regulation FD Disclosure.

On November 13, 2025, the Company issued a press release announcing the above-referenced appointment. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

	Exhibit 10.1	Employment Agreement dated as of November 24, 2025 between Hudson Technologies, Inc. and Kenneth Gaglione
Exhibit Number		Name of Exhibit
	Exhibit 99.1	Press Release issued November 13, 2025
10.1		Fourth Amendment to Amended and Restated Credit Agreement dated November 25, 2025 by and among Wells Fargo Bank, National Association, as Agent, Hudson Technologies, Inc., and the Borrowers and Lenders party thereto
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press release issued December 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~November 13~~December 1, 2025

	HUDSON TECHNOLOGIES, INC.

	By:	/s/ Brian J. Bertaux
	Name:	Brian J. Bertaux
	Title:	Chief Financial Officer & Secretary

Filing Compare · HUDSON TECHNOLOGIES INC /NY