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ASTE 8-K filings, explained
Every material Form 8-K Astec Industries has filed with the SEC since October 07, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Astec Industries reported third quarter 2026 net sales of $352.4 million, up 0.7%, but a net loss attributable to controlling interest of $12.2 million, or $(0.53) per diluted share, compared with a loss of $(0.18) a year earlier. The company cut its full year 2026 Adjusted EBITDA guidance to $140 million to $150 million from $160 million to $175 million, citing a pause in orders and inflationary headwinds, which lowers the earnings outlook for shareholders.
Q3 2026 net sales were $352.4 million, up 0.7% from $350.1 million a year earlier
Q3 net loss attributable to controlling interest was $12.2 million; Adjusted EPS was $(0.01) versus $0.47 a year earlier
Full year 2026 Adjusted EBITDA guidance revised to $140 million to $150 million from $160 million to $175 million
Backlog rose 49.2% to $670.5 million; Q3 Adjusted EBITDA was $18.9 million versus $27.1 million
Astec Industries announced that director Linda Knoll will resign from the Board effective December 14, 2026, and that the Board appointed John Keating as an independent director effective December 11, 2026, with a seat on the Audit Committee. The filing states Ms. Knoll's resignation was not the result of any disagreement with the company. The change is a board composition update and includes no financial results.
Linda Knoll notified the Board on October 29, 2026 of her resignation from the Board and all committees, effective December 14, 2026.
The Board appointed John Keating, age 65, effective December 11, 2026, with an initial term expiring at the 2027 annual meeting.
Mr. Keating joins the Audit Committee and was deemed independent; he previously served as an executive at CRH plc from 1994 to 2026.
Astec Industries reported second-quarter 2026 net sales of $408.1 million, up 23.6% from a year earlier, while net income fell to $10.5 million from $16.7 million. The company lowered its full-year 2026 adjusted EBITDA guidance to $160 million to $175 million from $170 million to $190 million, citing macro-driven timing of asphalt plant shipments.
Q2 2026 net sales were $408.1 million, up 23.6% from $330.3 million in Q2 2025.
Diluted EPS was $0.45 versus $0.72 a year earlier; adjusted EPS was $0.94 versus $0.90.
Full-year 2026 adjusted EBITDA guidance was revised to $160 million to $175 million from $170 million to $190 million.
Backlog reached $601.1 million, up 57.9% from $380.8 million.
Astec Industries expanded its board from nine to ten members and appointed William E. Waltz as an independent director, effective October 29, 2026. Waltz will also join the Compensation Committee and currently serves as President and CEO of Atkore, Inc.
Board increased from nine to ten members; Waltz appointed effective October 29, 2026
Waltz, age 62, is President and CEO and a director of Atkore, Inc. (NYSE: ATKR), positions held since 2018
Waltz will serve an initial term expiring at the 2027 annual meeting and joins the Compensation Committee
Board determined Waltz is independent; he will receive the standard non-employee director compensation
Astec Industries reported first quarter 2026 results for the three months ended March 31, 2026. Net sales rose 20.3% to $396.3 million, but net income fell to $1.3 million from $14.3 million a year earlier, and diluted EPS dropped to $0.06 from $0.62. The company maintained its full year 2026 adjusted EBITDA guidance of $170 million to $190 million.
Net sales were $396.3 million, up 20.3%, with Materials Solutions up 70.6% to $159.3 million and Infrastructure Solutions up 0.4% to $237.0 million.
Net income was $1.3 million and diluted EPS was $0.06, compared with $14.3 million and $0.62 in the first quarter of 2025. Adjusted EPS was $0.54, compared with $0.91.
Adjusted EBITDA was $30.3 million, down from $35.2 million, and the company maintained its full year 2026 adjusted EBITDA guidance of $170 million to $190 million.
Operating cash flow was $40.7 million and free cash flow was $32.6 million; leverage was 2.3x at quarter end.
Astec Industries said Chad Hartley will join as Group President – Infrastructure Solutions on May 11, 2026, replacing Barend Snyman, who is no longer employed by the company as of April 20, 2026. Hartley most recently served as President, Conveyance Solutions at Regal Rexnord. The filing does not give a reason for Snyman's departure, and the change is a leadership update for one business segment.
Chad Hartley joins as Group President – Infrastructure Solutions effective May 11, 2026, and will be a member of the Executive Leadership Team.
Hartley most recently served as President, Conveyance Solutions at Regal Rexnord.
Barend Snyman, former Group President – Infrastructure Solutions, is no longer employed as of April 20, 2026, and will receive payments under Section 4.2 of the Executive and Key Employee Severance Plan.
Astec reported record fourth-quarter 2025 net sales of $400.6 million, up 11.6%, but fourth-quarter net income fell to $12.0 million from $21.1 million, and diluted EPS fell to $0.52 from $0.92. For the full year, net income rose to $38.8 million from $4.3 million, and the company expects 2026 adjusted EBITDA of $170 million to $190 million.
Q4 2025 net sales were $400.6 million, up 11.6%; Materials Solutions sales rose 60.6% to $177.0 million while Infrastructure Solutions fell 10.1% to $223.6 million.
Q4 2025 diluted EPS was $0.52 versus $0.92 a year earlier; adjusted EPS was $1.06 versus $1.22.
Full-year 2025 adjusted EBITDA was $140.7 million, up 25.8%, at the top end of guidance.
2026 adjusted EBITDA is expected to be in the $170 million to $190 million range.
Astec Industries reported third-quarter 2025 net sales of $350.1 million, up 20.1% from a year earlier, helped by the July 1, 2025 TerraSource acquisition. The company posted a net loss of $4.2 million, compared with a $6.2 million loss a year earlier, and adjusted EPS of $0.47 versus $0.36. It also raised the low end of its full-year adjusted EBITDA guidance to $132 million from $123 million, with the top end unchanged at $142 million.
Q3 net sales were $350.1 million, up 20.1%; Infrastructure Solutions rose 17.1% to $193.2 million and Materials Solutions rose 24.1% to $156.9 million.
Net loss attributable to the controlling interest was $4.2 million, or $(0.18) per diluted share, versus a $6.2 million loss, or $(0.27), a year earlier.
Adjusted EBITDA was $27.1 million, up 55.7% from $17.4 million; transaction costs of $8.3 million weighed on GAAP results.
Full-year 2025 adjusted EBITDA guidance is now $132 million to $142 million, with the low end raised from $123 million.
Astec reported second quarter 2025 net income of $16.7 million, or $0.72 per diluted share, compared with a net loss of $14.0 million a year earlier, while net sales fell 4.4% to $330.3 million. The company raised the low end of its core full-year adjusted EBITDA guidance and expects the TerraSource acquisition, completed July 1, 2025, to add $13 million to $17 million, bringing consolidated guidance to $123 million to $142 million.
Q2 net sales of $330.3 million, down 4.4% from $345.5 million in Q2 2024
Q2 net income of $16.7 million ($0.72 diluted EPS) versus a $14.0 million net loss ($0.61 loss per share) a year earlier
Q2 adjusted EBITDA of $33.7 million versus $27.6 million; core full-year adjusted EBITDA guidance low end raised from $105 million to $110 million, top end kept at $125 million
TerraSource acquisition completed July 1, 2025; company expects $13 million to $17 million of adjusted EBITDA from it, for consolidated guidance of $123 million to $142 million
Astec Industries completed its acquisition of TerraSource on July 1, 2025, paying $245.0 million in cash on a cash-free, debt-free basis, subject to a customary purchase price adjustment. The company funded the deal with a new credit agreement of up to $600 million, which replaced its prior $250 million revolving credit facility, and says it expects the acquisition to be accretive to earnings per share.
Purchase price of $245.0 million in cash, subject to customary purchase price adjustment
New credit facilities of up to $600 million, with an additional incremental limit of up to $150 million, led by Wells Fargo Bank, National Association
Revolving and term loans must be repaid by July 1, 2030; maximum Consolidated Total Net Leverage Ratio covenant of 3.50 to 1.00
Company repaid and terminated its prior $250 million revolving credit facility
Astec Industries entered an agreement on April 28, 2025 to acquire 100% of TerraSource Holdings, a Missouri-based maker of material processing equipment and aftermarket parts, for $245.0 million on a cash-free, debt-free basis. Closing depends on customary conditions, including U.S. antitrust waiting periods, and the company has secured $500.0 million in committed senior credit facilities to fund the deal and refinance its existing credit agreement.
Total consideration is $245.0 million, subject to a customary purchase price adjustment.
Commitments from Wells Fargo cover a $150.0 million revolving credit facility and a $350.0 million term loan A.
Either party may terminate if the deal is not completed by August 1, 2025; Astec would owe a $15 million termination fee in certain cases.
Closing is subject to HSR antitrust clearance and other customary conditions.
Astec reported first-quarter 2025 results with higher net sales, net income and earnings per share than a year earlier, and reiterated its full-year adjusted EBITDA guidance excluding the pending deal. The company also agreed to acquire TerraSource Holdings, LLC for $245.0 million in cash, subject to customary adjustments, a deal that is expected to close in early third quarter 2025 if regulatory approvals are received.
Net sales rose 6.5% to $329.4 million; diluted EPS was $0.62 versus $0.15, and adjusted EPS was $0.88 versus $0.34.
Materials Solutions net sales fell 12.7% to $93.4 million, mainly due to lower domestic equipment sales tied to contractor and dealer finance constraints.
TerraSource acquisition: $245.0 million in cash, about a 5.9x adjusted EBITDA multiple, to be financed with existing cash and new committed financing.
Full-year adjusted EBITDA guidance of $105 million to $125 million was reiterated, excluding the pending TerraSource acquisition.
Astec Industries reported fourth-quarter 2024 net sales of $359.0 million, up 6.5%, and net income attributable to the controlling interest of $21.1 million, up from $14.9 million. For the full year, net sales fell 2.5% to $1,305.1 million and net income fell to $4.3 million from $33.5 million, including a $20.2 million goodwill impairment. The company expects 2025 adjusted EBITDA of $105 million to $125 million, compared with $111.8 million in 2024.
Q4 diluted EPS was $0.92, up from $0.65 a year earlier; Q4 adjusted EPS was $1.19, up from $0.90
Full-year 2024 net sales were $1,305.1 million, down 2.5% from $1,338.2 million
Full-year 2024 net income was $4.3 million, down from $33.5 million, after a $20.2 million goodwill impairment in Materials Solutions
2025 adjusted EBITDA guidance is $105 million to $125 million
Astec Industries' Board approved an Executive and Key Employee Severance Plan on December 18, 2024, covering key employees, including four named executive officers. The plan sets severance pay and benefits if participants are terminated without cause or resign for good reason, with larger payments if the termination occurs within 24 months after a change in control. The filing does not report any financial results or an executive departure.
Plan approved by the Board on December 18, 2024; Jaco van der Merwe is a Tier I Participant, and Brian Harris, Michael Norris and Ben Snyman are Tier II Participants.
Tier I change-in-control severance is 3.0 times base salary and target bonus, with 36 months of group health costs; Tier II is 2.0 times with 24 months.
Participants must sign a restrictive covenant agreement; existing individual severance agreements with named executive officers terminate upon acknowledgment.
Astec Industries said Chief Accounting Officer and Corporate Controller Jamie E. Palm gave notice on December 6, 2024 that she will resign effective December 27, 2024, to pursue another opportunity. The company said her departure is not due to any disagreement over financial statements, operations, policies or accounting practices, and CFO Brian J. Harris will take on the principal accounting officer role after her departure.
Jamie E. Palm, Vice President, Chief Accounting Officer and Corporate Controller, gave notice of resignation on December 6, 2024
Resignation effective December 27, 2024; company states it is not related to any disagreement on accounting or financial matters
Brian J. Harris, current CFO and principal financial officer, will assume the principal accounting officer role after the resignation takes effect
Astec Industries reported third quarter 2024 net sales of $291.4 million, down 3.9% from a year earlier, and a net loss of $6.2 million. The loss included an $8.4 million charge to settle a legacy litigation matter, while adjusted EPS rose to $0.31 from $(0.01). Shareholders face lower sales and a continued GAAP loss, partly offset by higher adjusted earnings.
Net sales were $291.4 million, down 3.9%, with Materials Solutions sales down 9.6% to $126.4 million
Net loss was $6.2 million, or $(0.27) per diluted share, including an $8.4 million legacy litigation settlement charge
Adjusted EPS was $0.31 compared with $(0.01) a year earlier; Adjusted EBITDA was $17.4 million, up $7.4 million
Free cash flow was $19.9 million in the quarter; for the nine months it was $(29.6) million
Astec Industries named Brian J. Harris as Chief Financial Officer effective October 7, 2024. Heinrich Jonker steps down as Interim Chief Financial Officer and continues as Vice President Finance – Infrastructure Solutions. Harris previously served as CFO of Summit Materials from October 2013 to February 2023, and the filing sets his base salary at $550,000 with a long-term incentive award valued at about $800,000.
Brian J. Harris becomes CFO effective October 7, 2024; Heinrich Jonker steps down as Interim CFO.
Harris was CFO of Summit Materials from October 2013 to February 2023 and CFO of Bausch + Lomb from 2009 to 2013.
Harris's base salary is $550,000, with a target annual bonus of 70% of base salary and a long-term incentive grant valued at about $800,000, prorated for 2024.
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