运鸿绿色CTI 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _________to_________ Commission File Number000-23115 YUNHONG GREEN CTI LTD.(Exact name of registrant as specified in its charter) Illinois36-2848943(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) Registrant’s telephone number, including area code: (847) 382-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each classTicker symbol(s)Name of each exchange on which registeredCommon Stock, no par value per shareYHGJThe NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None 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 Exchange 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 such reports),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 that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller ReportingCompany☒Emerging GrowthCompany☐ 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.☐ Indicate 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 U.S.C. 7262(b)) by theregistered 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-based compensation 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☒ Based upon the closing price of $7.80 per share of the Registrant’s Common Stock as reported on NASDAQ Capital Market tierof The NASDAQ Stock Market on June 30, 2025, the aggregate market value of the voting common stock held by non-affiliates of theRegistrant was then approximately $10,000,000. (The determination of stock ownership by non-affiliates was made solely for thepurpose of responding to the requirements of the Form and the Registrant is not bound by this determination for any other purpose.) The number of shares outstanding of the Registrant’s Common Stock as of March 23, 2026 was 2,597,363 (excluding treasury shares). DOCUMENTS INCORPORATED BY REFERENCE The Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders (the “2025 Proxy Statement”) is incorporatedby reference in Part III of this Form 10-K to the extent stated herein. The 2025 Proxy Statement, or an amendment to this Form 10-K,will be filed with the SEC within 120 days after December 31, 2025. Except with respect to information specifically incorporated byreference in this Form 10-K, the Proxy Statement is not deemed to be filed as a part hereof. TABLE OF CONTENTS INDEX FORWARD LOOKING STATEMENTS Item No. 1Description of Business1Item No. 1BUnresolved Staff Comments10Item No. 1CCybersecurity10Item No. 2Properties11Item No. 3Legal Proceedings11 Part II Item No. 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11Item No. 7Managem