What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 38 added, 37 removed, 325 unchanged (19% of the section changed)

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These factors may be revised or supplemented in subsequent reports on Forms 10-Q and 8-K.

You should carefully consider all information in this Form 10-K and each of the risks described below, which we believe are the principal risks we face.

Any of the following risks could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.

Our business could be affected by various risks, many of which are beyond our control.

We believe the following identifies the principal risks that could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.

Risks Relating to Our Business

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Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices.

While we strive to maintain or increase our profitability by reducing costs through improving production efficiency, by emphasizing higher margin products and by seeking to control transportation, selling and administration expense, we cannot assure you that these efforts will be sufficient to offset, in whole or in part, the effect of possible decreases in pricing on our operating results.

As a result of potential cyclicality, we cannot assure you that pricing or profitability in the future will be comparable to any historical period, including the most recent period shown in our operating results.

While we strive to maintain or increase our profitability by reducing costs through improving production efficiency, by emphasizing higher margin products and by seeking to control transportation, selling and administration expense, there can be no assurance that these efforts will be sufficient to offset, in whole or in part, the effect of possible decreases in pricing on our operating results.

Additionally, as a result of potential cyclicality, there can be no assurance that pricing or profitability in the future will be comparable to any historical period, including the most recent period shown in our operating results.

Changes in industry and customer trends for our products could adversely affect our business, financial condition and results of operations.

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Our business, financial condition and results of operations could be adversely affected by domestic and global economic conditions and significant volatility in the capital, credit and commodities markets and in the overall economy.

presidential administration, pandemics and any resurgences thereof, the threat of war and geopolitical concerns, including as a result of the conflict between Russia and Ukraine, the conflict in Israel and Gaza, the surrounding region and the possible expansion of such conflicts, sovereign debt and economic crises, domestic or international terrorism, and protectionism could have a negative impact on the health of the global economy.

Adverse economic events, including inflation and potential recessionary pressures, interest rate volatility, supply chain issues, labor market shortages, trade conflicts including export and import restrictions, tariffs and other trade barriers, any economic volatility or uncertainty resulting from new or proposed regulatory, trade or other governmental policies, pandemics and any resurgences thereof, the threat of war and geopolitical concerns and uncertainties, including as a result of the conflict between Russia and Ukraine, conflicts and hostilities in Israel, Gaza, Iran and Venezuela, as well as any related instability in the surrounding regions and possible expansion of such conflicts, sovereign debt and economic crises, domestic or international terrorism, and protectionism could have a negative impact on the health of the global economy.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions or on the stability of global financial markets which may affect us and our customers.

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• In addition, in the event of continued high inflationary pressure, we may not be able to adjust our pricing or increase our productivity and reduce our costs to a level sufficient to offset increased costs, which could reduce our margins and profitability;

• Market conditions, including those arising from any new or proposed regulatory, trade or other policy changes of the new U.S.

presidential administration could result in our key customers experiencing financial difficulties and/or electing to limit

spending, which in turn could cause decreases in demand for our products, decreased product prices and lower volumes and margins, potentially resulting in decreased sales and earnings;

• Under difficult market conditions, there can be no assurance that access to credit or the capital markets would be available to us or sufficient, and as such, we may not be able to successfully obtain additional financing on reasonable terms, or at all;

• Market conditions, including those arising from any current or proposed regulatory, tariff, trade or other policies of the U.S.

government could result in our key customers experiencing financial difficulties and/or electing to limit spending, which in

turn could cause decreases in demand for our products, decreased product prices and lower volumes and margins, potentially resulting in decreased sales and earnings;

• Under difficult market conditions, there can be no assurance that access to credit or the capital markets would be available to us or sufficient, and as such, we may not be able to successfully refinance our existing credit facility or obtain additional financing on reasonable terms, or at all;

• Market conditions and credit availability could adversely affect the financial situation of raw material suppliers and their ability to deliver key materials, thus impacting our ability to run our production facilities at the intended rates.

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We seek to run our complex production facilities on a nearly continuous basis for maximum efficiency and we rely on the integrity of our logistics operations for the uninterrupted operations of our business.

While we have made significant annual capital improvements at our manufacturing plants and utilize maintenance excellence and mechanical integrity programs, operational issues have occurred for us in the past and may occur in the future, which could cause damage to our manufacturing and production equipment and ancillary facilities.

Unplanned interruptions in our production capabilities may adversely affect our production costs, product lead times, our ability to supply our customers on a timely basis, potential loss of customers, and our earnings during the affected period.

As a result of the scale and quantity and range of our product offerings, as well as the significant level of integration across our manufacturing facilities, we are exposed to increased risk associated with unplanned downtime or material disruptions at any one of our production facilities, which have occurred in the past and which may occur in the future, and which adversely impact our supply chain and our manufacturing process.

Unplanned interruptions at our production facilities have occurred in the past and may occur in the future, and we may not have enough intermediate chemical inventory at any given time to offset production losses.

At the time of any unplanned interruption at our production facilities, we may not have enough intermediate chemical inventory at any given time to offset production losses.

Our business interruption insurance coverage may not cover all costs or losses associated with unplanned downtime, or such insurance may not continue to be available in amounts or on terms acceptable to us, or at all.

Moreover, taking our production facilities offline for regularly scheduled repairs can be an expensive and time-consuming operation and carry the risk that discoverable items and delays during the repair process may cause additional unplanned downtime.

Any such unplanned downtime at any of our production facilities may adversely affect our business, financial condition and results of operations.

Any such unplanned downtime or interruptions in our production capabilities at any of our production facilities may adversely affect our production costs, product lead times, our ability to supply our customers on a timely basis, potential loss of customers, and our earnings during the affected period, which in turn would adversely impact our business, financial condition and results of operations.

Our production facilities and logistics operations, as well as those of our suppliers or other third parties on which we rely, are also subject to the risk of catastrophic loss and material disruptions due to unanticipated events, such as unexpected repairs or other operational and logistical problems, severe weather conditions, personal injury or major accidents, prolonged power failures, chemical spills, fires, explosions, acts of terrorism, earthquakes, pandemics or other natural disasters, that we or such third party may experience.

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We face risks arising from various unasserted and asserted litigation matters, including, but not limited to, product liability and claims for third-party property damage or personal injury stemming from alleged environmental or other torts or otherwise.

We have noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental or other torts without claiming present personal injuries.

We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public.

We have noted a nationwide trend in, and could be the subject of, purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental or other torts without claiming present personal injuries.

We also have noted a trend in, and could be the subject of, public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public.

Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlements or changes in applicable law.

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It is possible that federal, state, local and foreign governments could impose additional limitations on the use, sale or distribution of chemicals we produce and sell, thereby limiting our ability to manufacture or sell those products, or that illicit use of our products could result in potential exposure for us.

The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to continue to negatively affect the economy in general, and the markets for our products in particular.

The resulting damage from an attack on our assets could include loss of life and significant property damage.

The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to negatively affect the economy in general, and the markets for our products in particular.

The resulting damage from any attack on our assets could include loss of life and significant property damage.

In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.

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Noncompliance with these laws can result in reputational damage, fines and penalties, and enforcement proceedings and litigation, any of which may adversely affect our business, reputation, financial condition and results of operations.

We are subject to risks associated with the potential use of AI in our operations and by third-party providers that we may engage with.

Recent technological advances in AI come with significant risks related to its use across many industries and end markets, as well as an evolving regulatory landscape.

We may be exposed to such risks in cases where we utilize AI in connection with certain business activities now or in the future, in cases where, whether or not known to us, Company personnel use AI for our business or at Company locations, or in cases where our third-party partners, whether or not known to us, use AI in their business activities, which we may not be in a position to control.

The use of AI by us, our employees or any of our third-party partners may result in unauthorized disclosure of personal data, proprietary information and trade secrets, commercially sensitive or confidential information of the Company, our employees or our partners.

We may be exposed to such risks in cases where we utilize AI in connection with certain business activities now or in the future, in cases where Company personnel use AI for our business or at Company locations, or in cases where our third-party partners use AI in their business activities, which we may not be in a position to control.

The use of AI by us, our employees or any of our third-party providers may result in unauthorized disclosure of personal data, proprietary information and trade secrets, commercially sensitive or confidential information of the Company, our employees or our partners.

Such unauthorized disclosures or uses of information can result, among other things, in reputational harm, loss of confidence by our customers or employees, penalties, litigation costs, or legal liability.

If we are unable to successfully manage these risks, it may have a material adverse effect on our business, results of operations and financial condition.

Our industry is increasingly adopting AI technologies to optimize efficiency, enhance the customer experience, manage and mitigate risk, and support decision-making.

Competitors that deploy AI more quickly or at greater scale may be able to operate more efficiently, more effectively support customer needs, proactively mitigate risk, or offer new products and services.

If we do not adequately manage the risks described above relating to AI, we could experience reputational harm, ethical challenges, legal liability, regulatory findings or enforcement, losses, fines, and other adverse impacts on our business, operations and financial results.

Also, if we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, or to use

the outputs of such AI tools, we may incur liability through the violation of applicable privacy laws and regulations, or claims of infringement or breach of contract by third parties.

We may be required to make significant cash contributions to our defined benefit pension plan.

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With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations.

Our pension contributions may be material and could adversely impact our financial condition, cash flow and

results of operations.

Our pension contributions may be material and could adversely impact our financial condition, cash flow and results of operations.

We made no pension contributions during 2025, but may make pension contributions in future periods to satisfy funding requirements.

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We are continuing to evaluate sea level rise and storm surge at our plants to understand potential impacts and response actions that may need to be taken.

Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the supply of raw materials to us and transportation or process-related services provided by companies or suppliers with whom we have a business relationship.

Significant physical effects of climate change could also have an

indirect effect on our financing and operations by disrupting the supply of raw materials to us and transportation or process-related services provided by companies or suppliers with whom we have a business relationship.

There is also a risk that one or more of our key raw materials or one or more of our products may be found to have, or be characterized as having, a toxicological or health-related impact on the environment or on our customers or employees, which could potentially result in our incurring unexpected liability in connection with such characterization and the associated effects of any toxicological or health-related impact.

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Such classifications subject us to compliance audits by the relevant federal and state agencies and place ongoing restrictions on our sales activities.

Public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and may cause certain of our key stakeholders to require that we meet certain standards, including customers or suppliers who may impose environmental standards on us as a part of doing business with them, all of which could increase the costs incurred by our customers to use our products and otherwise limit the use of these products, which could lead to decreased demand for these products.

also incur additional expense as a result of domestic and international regulations requiring disclosures regarding GHG emissions and/or broader ESG matters, related performance indicators and other factors.

We are impacted by increasing stakeholder interest in performance relative to sustainability and ESG matters.

As a result, we have expanded our reporting and investments associated with ESG matters and have announced goals regarding our sustainability and ESG performance.

Public focus on climate change, sustainability, and environmental issues has also led to government regulation and may cause certain of our key stakeholders to require that we meet certain standards, including customers or suppliers who may impose environmental standards on us as a part of doing business with them, all of which could increase the costs incurred by our customers to use our products and otherwise limit the use of these products, which could lead to decreased demand for these products.

We may also incur additional expense as a result of domestic and international regulations requiring disclosures regarding GHG emissions and/or broader environmental, social and governance matters, related performance indicators and other factors.

We have expanded our reporting and investments associated with environmental, social and governance matters and have announced goals regarding our sustainability and corporate social responsibility performance.

Our statements and goals for such matters represent our current plans but are not guarantees that we will be able to achieve such goals which may be adversely impacted by available technology, evolving regulatory requirements, availability of suppliers, and capital requirements.

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Historically, we have sought to plan for these risks through geographical mix management so that the imposition of duties does not materially affect our business results, but such duties could have an adverse effect on the sales of our key product lines and affect our business performance in the future.

There can be no assurance that, in the future, any governmental or international trade body will not institute trade policies or remedies that are adverse to exports from the United States, and given the recent change in U.S.

presidential administration, we may face additional uncertainty with regard to U.S.

government trade policy.

In recent years, the U.S.

In 2025, the U.S.

imposed tariffs on certain U.S.

imports, and China and other countries responded with retaliatory tariffs on certain U.S.

Any significant changes in international trade policies, practices or trade remedies, especially those instituted in our target markets or markets where our major customers are located, such as the United States-Mexico-Canada Agreement which became effective in July 2020, could potentially increase the price of our products relative to our competitors or decrease our customers’ demand for our products, which in turn may adversely affect our business, financial condition and results of operations.

Any further changes in international trade policies, practices or trade remedies, especially those instituted in our target markets or markets where our major customers are located, such as the United States-Mexico-Canada Agreement which became effective in July 2020, could potentially increase the price of our products relative to our competitors or decrease our customers’ demand for our products, which in turn may adversely affect our business, financial condition and results of operations.

The ultimate impact of changing trade policies on our business will depend on various factors, including the magnitude, duration and nature of tariffs.

While we actively monitor these developments, we may not be able to fully mitigate the adverse impact of potential tariff initiatives or other trade-related disruptions.

Failure to maintain effective internal controls could adversely impact our ability to meet our reporting requirements.

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Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

If we fail to maintain the effectiveness of our internal controls, including any failure to implement required new or improved controls, or if we

experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could be a material adverse effect on our stock price.

If we fail to maintain the effectiveness of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could be a material adverse effect on our stock price.

The ongoing process of implementing internal controls requires significant attention from management and we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future.

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• Changes in interest rates and other factors that affect earnings and cash flow;

• Our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing as needed;

• Our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing or refinance our existing credit facility, as needed;

• Our ability to pay dividends or repurchase our common stock;

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If a stockholder activist was to take, or threaten to take actions, against the Company, this could cause the Company to incur significant costs as well as the distraction of management, which could have an adverse effect on our business and financial results.

In addition, actions of activist stockholders may cause significant

fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Volatility in our stock price could expose us to litigation, which could result in substantial costs and the diversion of management time and resources.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors