Avalon Holdings Corp-A 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the transition period fromto Commission File Number 1-14105 AVALON HOLDINGS CORPORATION(Exact name of registrant as specified in its charter)Ohio34-1863889(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) One American Way, Warren, Ohio 44484-5555(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code:(330) 856-8800 Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Each Exchange on Which RegisteredClass A Common Stock, $.01 par valueNYSE Amex Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K.☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicated by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of Class A Common Stock held by non-affiliates of the registrant on March 9, 2026 was $8.0 million.Assuming that the market value of Avalon Holdings Corporation’s Class B Common Stock was the same as its Class A CommonStock by reason of its one-to-one conversion rights, the market value of Class B Common Stock held by non-affiliates of theregistrant on March 9, 2026 was approximately $1,422. The registrant had 3,287,647 shares of its Class A Common Stock and611,784 shares of its Class B Common Stock outstanding as of March 9, 2026. Documents Incorporated by Reference1.Portions of the Avalon Holdings Corporation Annual Report to Shareholders for the year ended December 31, 2025 (Parts I and II of Form 10-K).2.Portions of the Avalon Holdings Corporation Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference herein into Part III. AVALON HOLDINGS CORPORATION AND SUBSIDIARIES As used in this report, the terms “Avalon,” “Company,” and “Registrant” mean Avalon Holdings Corporation, its wholly ownedsubsidiaries and variable interest entities when it has been determined that Avalon is the primary beneficiary of those company’soperations, taken as a whole, unl