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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 42 added, 36 removed, 160 unchanged (33% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud have been, or will be, detected.

Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of December 31, 2024, the end of the period covered by this report.

Our Chief Executive Officer and Interim Chief Financial Officer, with the assistance of other members of our management, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of December 31, 2025, the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

13 unchanged sentences

Management has not identified any change in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the third quarter of the year ended December 31, 2025, the Company implemented the new enterprise resource planning ("ERP") system which replaced existing operating and financial systems.

The new ERP system is designed to provide enhanced transactional processing, reporting, security and management tools.

The Company evaluated its control processes and determined that no significant modifications were needed to maintain the effectiveness of its internal controls over financial reporting.

The Company will continue to monitor and evaluate its control processes to determine whether any modifications are needed to maintain the effectiveness of its internal controls over financial reporting.

Other Information

Insider Trading Arrangements

On November 13, 2024 , Achilles B.

Kintiroglou , the Company’s Senior Vice President, General Counsel and Corporate Secretary , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of 18,783 shares and 8,130 stock options.

Kintiroglou’s plan will expire on February 27, 2026.

On December 9, 2024 , Erin N.

Kane , the Company’s President and Chief Executive Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of 30,000 shares and 51,480 stock options.

Kane’s plan will expire on February 27, 2026 .

During the quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as those terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information relating to the directors and executive officers of the Company, as well as information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934, as required by this Item 10, will be contained in our definitive Proxy Statement to be filed with the SEC in connection with our 2025 annual meeting of stockholders pursuant to Regulation 14A not later than 120 days after December 31, 2024 (the "2025 Proxy Statement"), and such information is incorporated herein by reference.

Information relating to the directors and executive officers of the Company, as well as information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 and the Company's insider trading policy, as required by this Item 10, will be contained in our definitive Proxy Statement to be filed with the SEC in connection with our 2026 annual meeting of stockholders pursuant to Regulation 14A not later than 120 days after December 31, 2025 (the "2026 Proxy Statement") in the sections titled "Proposal No.

1" Election of Directors—Nominees for Election," "SEC Filings and Section 16(a) Reports—Delinquent Section 16(a) Reports," and "Executive Compensation—Insider Trading Policy;" and such information is incorporated herein by reference.

Certain other information relating to the Executive Officers of AdvanSix appears in Part I of this Annual Report on Form 10-K under the heading "Information about our Executive Officers".

The members of the Audit Committee of the Board are:

Sansone (Chair), Farha Aslam, Donald P.

Newman and Sharon S.

Newman (Chair), Daniel F.

Sansone, Sharon S.

Spurlin and Jeffrey J.

The Board has determined that each of Mr.

Newman and Ms.

Spurlin has been designated as an audit committee financial expert as defined by applicable SEC rules and that each of Mr.

Newman and Ms.

Spurlin satisfies the accounting or related financial management expertise criteria established by the NYSE.

Spurlin and Mr.

Bird has been designated as an audit committee financial expert as defined by applicable SEC rules and that each satisfies the accounting or related financial management expertise criteria established by the NYSE.

All members of the Audit Committee are independent as that term is defined in applicable SEC rules and NYSE listing standards.

3 unchanged sentences

Executive Compensation

Information relating to executive compensation and the Compensation Committee, as required by this Item 11, will be contained in the 2025 Proxy Statement, and such information is incorporated herein by reference.

Information relating to executive compensation and the Compensation Committee, as required by this Item 11, will be contained in the 2026 Proxy Statement in the sections titled “Executive Compensation,” “Corporate Governance—Director Compensation,” “Corporate Governance—Director Compensation—Fiscal Year 2025,” “Corporate Governance—Board Committees—Compensation Leadership Development Committee Interlocks and Insider Participation,” and “Corporate Governance—Board Committees—Policy and Practices Regarding Equity Awards,”, and such information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to certain beneficial ownership of certain stockholders and management, as well as certain other information required by this Item 12, will be contained in the 2026 Proxy Statement in the sections titled "Executive Compensation—Equity Compensation Plan Information Table" and "Stock Ownership Information," and such information is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence

Information relating to certain relationships and related transactions, as required by this Item 13, will be contained in the 2025 Proxy Statement, and such information is incorporated herein by reference.

Information relating to our independent directors and certain relationships and related transactions, as required by this Item 13, will be contained in the 2026 Proxy Statement in the sections titled “Corporate Governance—Director Independence” and “Corporate Governance—Policy and Procedures Governing Related Party Transactions,” and such information is incorporated herein by reference.

Principal Accounting Fees and Services

Information relating to fees paid to and services performed by PricewaterhouseCoopers LLP and our Audit Committee’s pre-approval policies and procedures with respect to non-audit services, as required by this Item 14, will be contained in the 2025 Proxy Statement, and such information is incorporated herein by reference.

Information relating to fees paid to and services performed by PricewaterhouseCoopers LLP and our Audit Committee’s pre-approval policies and procedures with respect to non-audit services, as required by this Item 14, will be contained in the 2026 Proxy Statement in the section titled "Proposal No.2:

Ratification of Appointment of Independent Registered Public Accountants," and such information is incorporated herein by reference.

Exhibits and Financial Statement Schedules

32 unchanged sentences

and Siddharth Manjeshwar, dated September 12, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2024) †

Employment Separation Agreement and Release between AdvanSix Inc.

and Siddharth Manjeshwar, dated July 9, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 7, 2025)†

10.6 Offer of Employment Letter between Honeywell International Inc.

13 unchanged sentences

2016 Stock Incentive Plan of AdvanSix Inc.

and its Affiliates, as Amended and Restated (effective June 15, 2022) (incorporated by reference to the Company's Current Report on Form 8-K filed on June 16, 2022) †

and its Affiliates, as Amended and Restated (effective June 15, 2022) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 16, 2022) †

2016 Stock Incentive Plan of AdvanSix Inc.

and its Affiliates, as Amended and Restated (effective June 18, 2025) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 20, 2025) †

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the AdvanSix Inc.

27 unchanged sentences

First Amendment to Credit Agreement, dated as of June 27, 2023, among AdvanSix Inc., the lenders party thereto and Truist Bank, as administrative agent (with annexed Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2023).

Amendment No.

2 to Credit Agreement, dated as of October 23, 2025, among AdvanSix Inc., the guarantors, the lenders signatory thereto and Truist Bank, as the administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 23, 2025).

19.1 AdvanSix Inc.

Policy Regarding Insider Trading and Other Transactions in AdvanSix Securities.

Policy Regarding Insider Trading and Other Transactions in AdvanSix Securities (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on February 21, 2025).

21.1 List of subsidiaries of AdvanSix Inc.

11 unchanged sentences

97.1 AdvanSix Inc.

Incentive Compensation Recovery Policy, effective as of September 20, 2023 ( incorporated by reference to Exhibit 97.1 to the Co mpany's Annual Report on Form 10-K filed with the SEC on February 16, 2024) .

Incentive Compensation Recovery Policy, effective as of September 20, 2023 (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 16, 2024).

99.1 Information Statement of AdvanSix Inc.

15 unchanged sentences

February 20, 2026

/s/ Siddharth Manjeshwar

Siddharth Manjeshwar

Senior Vice President and Chief Financial Officer

/s/ Christopher Gramm

Christopher Gramm

Vice President and Interim Chief Financial Officer

(on behalf of the registrant and as the registrant’s Principal Financial Officer)

1 unchanged sentence

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Erin N.

Kane, Siddharth Manjeshwar, and Achilles Kintiroglou, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Kane, Christopher Gramm, and Achilles B.

Kintiroglou, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Chief Executive Officer and Director

President and Chief Executive Officer, and Director

(Principal Executive Officer)

Independent Chairman of the Board

/s/ Farha Aslam

/s/ Darrell K.

/s/ Jeffrey J.

Lovett, Ph.D.

/s/ Donald P.

/s/ Dana O'Brien

/s/ Daryl Roberts

Daryl Roberts

/s/ Daniel F.

1 unchanged sentence

/s/ Patrick S.

/s/ Siddharth Manjeshwar

Siddharth Manjeshwar

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Christopher Gramm

Christopher Gramm

Vice President and Interim Chief Financial Officer

(Principal Financial Officer)

/s/ Rachael E.

Vice President and Controller

2 unchanged sentences

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 9A. Controls and Procedures