Form 8-K

8-K — REX AMERICAN RESOURCES Corp

Accession: 0000930413-26-001732

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000744187

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — c116455_8k-ixbrl.htm (Primary)

EX-99 (c116455_ex99.htm)

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8-K

8-K (Primary)

Filename: c116455_8k-ixbrl.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

May 28, 2026

REX AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in

its charter)

Delaware 001-09097 31-1095548

(State or other jurisdiction (Commission File No.) (IRS Employer Identification No.)

of incorporation)

7720 Paragon Road Dayton, Ohio 45459

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (937) 276-3931

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:

☐ 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 symbol Name of each exchange on which registered

Commons stock, $0.01 par value REX New York Stock Exchange

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 2.02. Results of Operations and Financial Condition

On May 28, 2026, REX American Resources

Corporation issued a press release announcing financial results for the three-month period ended April 30, 2026. The press release

is furnished as Exhibit 99 to this report.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits. The following exhibits are furnished with this report:

Press Release dated May 28, 2026*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith

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.

REX AMERICAN RESOURCES CORPORATION

Date: May 28, 2026

By:

/s/ DOUGLAS L. BRUGGEMAN

Name:

Douglas L. Bruggeman

Title:

Vice President - Finance,

Chief Financial Officer

and Treasurer

0000744187

false

0000744187

2026-05-28

EX-99

Filename: c116455_ex99.htm · Sequence: 2

Exhibit 99

REX American Resources Reports Fiscal

First Quarter 2026 Net Income Per Share

Attributable to REX Common Shareholders of $0.56

REX American records best first quarter

on a net income per share basis in company history

§ Generated $0.56 of net income per share in Fiscal Q1 ’26

§ Reported gross profit of $29.1 million for Fiscal Q1 ’26

§ Reported net sales and revenue of $156.5 million for Fiscal Q1 ’26

§ Reported consolidated ethanol sales volumes of 71.1 million gallons for

Fiscal Q1 ’26

Dayton, OH - Thursday, May 28, 2026 - REX American Resources

Corporation (“REX” or the “Company”) (NYSE: REX), a leading ethanol production company, today announced

financial and operational results for the Company’s fiscal first quarter 2026.

REX American Resources’ fiscal first quarter 2026 results

principally reflect its interests in six ethanol production facilities. The One Earth Energy, LLC (“One Earth”)

and NuGen Energy, LLC (“NuGen”) ethanol production facilities are consolidated, while the four other ethanol

plants are reported as equity in income of unconsolidated affiliates.

First Quarter 2026 Results

REX reported Q1 ’26 net sales

and revenue of $156.5 million, compared to Q1 ’25 net sales and revenue of $158.3 million, primarily reflecting lower

ethanol pricing. The Company reported production tax credit income of $7.5 million in the first quarter of 2026. First quarter

2026 gross profit for the Company was $29.1 million, compared with $14.3 million in Q1 ’25 as the production

tax credit income and lower corn costs more than offset the lower ethanol pricing. The Company reported interest and other income

of $3.2 million in Q1 ’26, compared to $4.2 million in Q1 ’25. This led to Q1 ’26 income before income taxes

and non controlling interests of $26.1 million, compared with $13.6 million in Q1 ’25.

Net income attributable to REX shareholders

in Q1 ’26 was $18.5 million, compared to $8.7 million in Q1 ’25. First quarter ’26 diluted net

income per share attributable to REX common shareholders was $0.56, compared to $0.26 per share in Q1 ’25. Per share

results for Q1 ’26 and Q1 ’25 are based on 33,116,000 and 33,878,000 diluted weighted average shares outstanding, respectively.

Update on One Earth Energy Ethanol Production Expansion and

Carbon Capture Projects

REX is nearing completion of the expansion of ethanol production

at the One Earth facility. The Company expects testing and commissioning to begin upon completion, with the facility becoming fully

operational during fiscal 2026.

The Company’s carbon capture and sequestration project

continues to await permitting for the Class VI injection well and associated carbon dioxide pipeline. REX remains actively engaged

with the U.S. EPA and the Illinois Commerce Commission throughout both processes.

Capital expenditures to-date related to the One Earth Energy

carbon capture and sequestration project and related expansion of ethanol production capacity at the Gibson City location totaled

$176.3 million. The Company continues to budget a total of $220-$230 million for these projects, subject to further refinement

as the projects move forward, including impacts of inflation.

Balance Sheet

As of April 30, 2026, REX had $364.3 million of cash, cash equivalents,

and short-term investments available and no bank debt.

Management Commentary

“The first quarter of 2026 maintained REX’s strong

operational and financial momentum, delivering the best first quarter on a net income per share basis in the Company’s history,

while advancing our growth initiatives,” said Zafar Rizvi, Chief Executive Officer of REX.“Our core ethanol business

continued its exceptional record of sustained profitability and earnings strength during the first quarter, benefiting from supportive

industry tailwinds and emerging opportunities related to the 45Z tax credit. We remain highly optimistic about the opportunities

ahead and what the remainder of 2026 holds for REX American.”

Change in Accounting Principles

Effective February 1, 2026, the Company elected to early adopt

ASU 2025-10, “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”) and as such,

changed its accounting policy related to the accounting for Section 45Z tax credits. The Company will record the tax credits earned

under the income model of ASU 2025-10 as “Production tax credit income”, included within gross profit on the Consolidated

Statements of Operations and within “Other assets” on the Consolidated Balance Sheets. The Company determined the income

model under ASU 2025-10 is preferable to better align with monetization potential in the future. The Company has determined that

retrospective adjustment to prior period financials is required. The Company did not record any section 45Z tax credits until the

fourth quarter of 2025, and as such, there is no impact to the first quarter of 2025. As the Company does not intend to monetize

the credits earned in 2025, the balance sheet classification as a deferred tax asset remains appropriate and no retrospective adjustments

to the balance sheet are required.

Below is a summary of reclassifications

made to the Consolidated Statements of Operations for

the year ended January 31, 2026:

(in thousands)

Year Ended

January 31, 2026

As Previously

Reported

Effect of

Change

As Currently

Reported

Production tax credit income

$ -

$ 31,723

Gross profit

$ 93,706

$ 31,723

$ 125,429

Income before income taxes

$ 88,572

$ 31,723

$ 120,295

Benefit (provision) for income taxes

$ 6,502

$ (28,089)

$ (21,587)

Net income

$ 95,074

$ 3,634

$ 98,708

Net income attributable to noncontrolling interests

$ (12,123)

$ (3,634)

$ (15,757)

Net income attributable to REX common shareholders

$ 82,951

$ -

$ 82,951

Conference Call Information

REX will host a conference

call at 11:00 a.m. ET today to discuss the Company’s fiscal first

quarter results and will also host a question and answer session. To access the conference call, interested parties may

dial (877) 269-7751 (US) or (201) 389-0908 (international). Participants can also view an updated presentation, as well as listen

to a live webcast of the call by going to the Investors section on the REX website at www.rexamerican.com.

A replay will be available shortly after the live conference call and can be accessed by dialing (844)

512-2921 (US) or (412) 317-6671 (international). The passcode for the replay is 13760739. The replay will be available

for 30 days after the call.

About REX American Resources Corporation

REX American Resources Corporation has interests in six ethanol production facilities, which in aggregate have production capacity

totaling approximately 730 million gallons per year. REX’s effective ownership of annual volumes is approximately 300 million

gallons. Further information about REX is available at www.rexamerican.com.

Forward-Looking Statements

This press release contains or may contain forward-looking statements

as defined in the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking

terminology such as “may,” “expect,” “believe,” “estimate,” “anticipate”

or “continue” or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned

that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in

such forward-looking statements. These risks and uncertainties include the risk factors set forth from time to time in the Company’s

filings with the Securities and Exchange Commission and include among other things: the impact of legislative and regulatory changes,

the price volatility and availability of corn, distillers grains, ethanol, distillers corn oil, gasoline and natural gas, commodity

market risk, ethanol plants operating efficiently and according to forecasts and projections, logistical interruptions, success

in permitting and developing the planned carbon sequestration facility near the One Earth Energy ethanol plant, changes in the

international, national or regional economies, the impact of inflation, the ability to attract employees, weather, results of income

tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy and tariffs, changes in foreign

currency exchange rates, the effects of terrorism or acts of war and the effect of pandemics on the Company’s business operations,

including impacts on supplies, demand, personnel and other factors. The Company does not intend to update publicly any forward-looking

statements except as required by law.

Investor Contacts

Douglas Bruggeman

Chief Financial Officer

Caldwell Bailey

ICR, Inc.

rexamerican@icrinc.com

REX AMERICAN RESOURCES CORPORATION AND

SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share amounts)

Unaudited

Three Months Ended

April 30,

2026

2025

Net sales and revenue

$ 156,499

$ 158,340

Production tax credit income

7,549

Cost of sales

134,977

143,998

Gross profit

29,071

14,342

Selling, general and administrative expenses

(9,728)

(5,944)

Equity in income of unconsolidated affiliates

3,566

1,006

Interest and other income, net

3,206

4,222

Income before income taxes

26,115

13,626

Provision for income taxes

(4,437)

(2,954)

Net income

21,678

10,672

Net income attributable to noncontrolling interests

(3,226)

(1,994)

Net income attributable to REX common shareholders

$ 18,452

$ 8,678

Weighted average shares outstanding – basic and diluted

33,116

33,878

Basic and diluted net income per share attributable to REX common shareholders

$ 0.56

$ 0.26

REX AMERICAN RESOURCES CORPORATION AND

SUBSIDIARIES

Consolidated

Balance Sheets

(in thousands)

Unaudited

April 30,

January 31,

2026

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 117,668

$ 188,734

Short-term investments

246,640

187,048

Accounts receivable

21,597

14,682

Inventory

26,546

28,422

Refundable income taxes

10,731

12,374

Prepaid expenses and other

18,351

16,568

Total current assets

441,533

447,828

Property and equipment, net

282,041

272,029

Operating lease right-of-use assets

15,842

17,594

Finance lease right-of-use assets

17,083

17,558

Other assets

9,850

4,963

Equity method investment

41,325

37,759

TOTAL ASSETS

$ 807,674

$ 797,731

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Accounts payable – trade

$ 31,073

$ 38,400

Current operating lease liabilities

6,980

6,921

Current finance lease liabilities

469

Accrued expenses and other current liabilities

26,793

29,587

Total current liabilities

65,315

75,377

LONG-TERM LIABILITIES:

Deferred taxes

4,065

Long-term operating lease liabilities

9,423

11,148

Long-term finance lease liabilities

2,669

2,731

Other long-term liabilities

2,448

2,405

Total long-term liabilities

18,605

20,349

EQUITY:

REX shareholders’ equity:

Common stock

329

Paid-in capital

137

Retained earnings

628,769

610,317

Total REX shareholders’ equity

629,235

610,712

Noncontrolling interests

94,519

91,293

Total equity

723,754

702,005

TOTAL LIABILITIES AND EQUITY

$ 807,674

$ 797,731

REX AMERICAN RESOURCES CORPORATION AND

SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

Unaudited

Three Months Ended

April 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income

$ 21,678

$ 10,672

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation

4,483

3,467

Noncash operating lease expense

1,752

1,552

Amortization of finance lease right-of-use assets

475

Stock-based compensation expense

2,363

394

Income from equity method investments

(3,566)

(1,006)

Interest income from investments

(2,025)

(1,740)

Loss on disposal of property and equipment – net

Deferred income taxes

(4,879)

1,707

Changes in assets and liabilities:

Accounts receivable

(6,915)

(6,465)

Inventory

1,876

1,167

Prepaid expenses and other

(1,803)

Refundable income taxes

1,643

(915)

Accounts payable – trade

(8,596)

(8,852)

Long-term taxes payable

279

Accrued expenses and other liabilities

(8,616)

(3,805)

Net cash used in operating activities

(2,089)

(3,476)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(11,639)

(6,900)

Purchases of short-term investments

(91,567)

(41,419)

Maturities of short-term investments

34,000

50,000

Proceeds from disposal of real estate and property and equipment

299

Deposits

(8)

128

Net cash (used in) provided by investing activities:

(68,915)

1,809

CASH FLOWS FROM FINANCING ACTIVITIES:

Treasury stock acquired

(32,670)

Payments to noncontrolling interests holders

(2,005)

Principal paid on finance lease liabilities

(62)

Net cash used in financing activities

(62)

(34,675)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(71,066)

(36,342)

CASH AND CASH EQUIVALENTS – Beginning of period

188,734

196,255

CASH AND CASH EQUIVALENTS – End of period

$ 117,668

$ 159,913

Non-cash investing activities – Accrued capital expenditures

$ 7,809

$ 2,717

Non-cash investing activities – Capital additions transferred from prepaid expenses

$ 20

$ 76

Non-cash financing activities – Stock awards accrued

$ 2,291

$ 301

Non-cash financing activities – Stock repurchases accrued

$ -

$ 577

Non-cash financing activities – Excise tax on stock repurchases accrued

$ -

$ 261

Operating right-of-use assets acquired and liabilities incurred upon lease commencement

$ -

$ 3,007

Finance right-of-use assets acquired and liabilities incurred upon lease commencement

$ -

$ 3,381

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Document And Entity Information

May 28, 2026

Document Information Line Items

Entity Central Index Key

0000744187

Document Type

8-K

Document Period End Date

May 28, 2026

Entity Registrant Name

REX AMERICAN RESOURCES CORPORATION

Entity Incorporation, State or Country Code

Entity File Number

001-09097

Entity Tax Identification Number

31-1095548

Entity Address, Address Line One

7720 Paragon Road

Entity Address, City or Town

Dayton

Entity Address, State or Province

Entity Address, Postal Zip Code

45459

City Area Code

937

Local Phone Number

276-3931

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