HDSN Hudson Technologies Inc /Ny - 8-K

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of New Directors

On
April 10, 2026, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”)
of Hudson Technologies, Inc. (the “Company”) elected Alan Sheriff and Jeffrey R. Feeler to the Board, effective immediately.
Mr. Sheriff’s term will expire at the Company’s annual meeting of stockholders expected to be held in June 2026
and Mr. Feeler’s term will expire at the Company’s annual meeting of stockholders expected to be held in June 2027.
Mr. Sheriff has been initially appointed to serve on the Nominating and Governance Committee of the Board and Mr. Feeler has
been initially appointed to serve on the Audit Committee of the Board as its Chair. There are no arrangements or understandings between
Mr. Sheriff or Mr. Feeler and any other persons pursuant to which he was elected as a director. Upon the recommendation of the
Nominating and Governance Committee, the Board has determined that Mr. Sheriff and Mr. Feeler each qualify as an independent
director within the meaning of the listing standards of the Nasdaq Stock Market. Additionally, there are no transactions involving the
Company and Mr. Sheriff or Mr. Feeler that the Company would be required to report pursuant to Item 404(a) of Regulation
S-K.

Mr. Sheriff,
age 66, currently serves as Chief Executive Officer of Catalyst Capital Markets, a position he has held since May 2024. From January 2020
to July 2024, he was Vice Chairman of the Corporate & Institutional Bank of PNC Financial Services Group, the sixth largest
bank in the country. Mr. Sheriff co-founded Solebury Capital, an independent equity capital markets advisory firm, in 2005 and served
as its Co-Chief Executive Officer from 2005 until he retired at the end of 2020. Mr. Sheriff also served as a co-founder, director
and sponsor of a successful SPAC franchise, Tailwind Acquisition Corp., that issued three SPACs for approximately $1 billion. Mr. Sheriff
was responsible for developing comprehensive financing structures for three prospective SPAC mergers, two of which successfully closed.
Mr. Sheriff has also served since November 2025 as a director of Tailwind 2.0 Acquisition Corp. (Nasdaq: TDWD). From September 2020
until April 2023, Mr. Sheriff previously served as a director of Tailwind Acquisition Corp. (NYSE: TWND) and Tailwind International
Acquisition Corp (NYSE: TWNI). Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse
First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired
Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001
to 2005. He began his career at Salomon Brothers Inc, where he worked from 1983-1992. Mr. Sheriff has more than forty years of comprehensive
buy and sell-side finance experience spanning investment banking, capital raising, private and public equities, M&A and venture capital
investing.

Mr. Feeler,
age 56, currently serves as Principal of On Point Consulting Solutions, LLC, where he advises investors and boards of directors on strategy
and transaction-related issues. He also currently serves as a director of Tetra Tech, Inc. (Nasdaq: TTEK) and two privately-held
companies in the environmental sector. From 2013 to 2022, prior to the entity’s sale, he served as Chairman and Chief Executive
Officer of US Ecology, Inc., a Nasdaq-listed environmental services company focused on industrial waste treatment, disposal, recycling
and related industrial and emergency response services, where he held a variety of increasingly senior positions after joining that company
in 2006. Prior thereto, Mr. Feeler worked in financial management positions at MWI Veterinary Supply, Inc., Albertsons Companies, Inc.
and Hewlett Packard Enterprise Company. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Feeler has over 30
years of experience as a business and finance leader, including over 20 years of experience in the waste treatment, disposal and recycling
industries.

2

Mr. Sheriff
and Mr. Feeler will be compensated in accordance with the Company’s standard non-employee director compensation policy. In
addition, on April 10, 2026, Mr. Sheriff and Mr. Feeler each received a grant of 4,065 shares of Company common stock.
Such share grants will vest immediately.

Resignation
of Director

On
April 10, 2026, in accordance with the Company’s Non-Executive Director Retirement Policy, the Board accepted an offer of resignation
from Vincent P. Abbatecola, effective immediately. Mr. Abbatecola’s resignation was not the result of any disagreement with
the Company as referenced in Item 5.02(a) of Form 8-K.

Appointment
of Lead Independent Director

On
April 10, 2026, in conjunction with the resignation from Vincent P. Abbatecola, the Company appointed Richard Parrillo as its Lead
Independent Director, effective immediately.

Item 7.01.

Regulation FD Disclosure.

On
April 13, 2026, the Company issued a press release announcing changes to its Board. 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 99.1

Press Release issued April 13,
2026

Exhibit 104

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