What changed in this filing

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Item 1A. Risk Factors

2025-02-28 compared with 2024-02-29 · 90 added, 58 removed, 470 unchanged (24% of the section changed)

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• local political, economic and social conditions, including the possibility of hyperinflationary conditions and political instability in certain countries.

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We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business.

Consequently, the occurrence of one or more of

the foregoing factors could have a material adverse effect on our international operations or upon our financial condition, results of operations and cash flows.

Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition, results of operations and cash flows.

Our operations and financial results have been and may continue to be adversely affected by general economic conditions.

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Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.

For example, during the past several years the global economy has experienced extreme volatility and disruptions, including significant volatility in commodity and market prices, including increasing energy prices, volatility in sulfur prices, declines in consumer confidence, declines in economic growth, supply chain interruptions, uncertainty about economic stability, record inflation globally, rising interest rates and the threat of recession.

For example, during the past several years the global economy has experienced extreme volatility and disruptions, including significant volatility in commodity and market prices, including large fluctuations in energy prices, volatility in sulfur prices, declines in consumer confidence, declines in economic growth, supply chain interruptions, uncertainty about economic stability, record inflation globally, rising interest rates and the threat of recession.

Unfavorable economic conditions could result in a variety of risks to our business, including demand and pricing for our products and difficulty in forecasting our financial results.

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dollar currencies may increase in future periods.

Given the volatility of exchange rates, there can be no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on our financial condition or results of operations.

Given the volatility of exchange rates, we may not be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on our financial condition or results of operations.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk.”

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dollars can result in a significant increase or decrease in the amount of those sales or earnings in our financial statements, which also affects the comparability of our results of operations and cash flows between financial periods.

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Our international operations require us to comply with anti-corruption laws, economic sanctions, export controls and similar laws and regulations of the U.S.

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Moreover, new products may have lower margins than the products they replace or may not successfully attract end users.

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We also expect competition to increase as our competitors develop and introduce new and enhanced products.

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Our Advanced Materials & Catalysts segment primarily competes with other global producers in the petrochemicals and refining industries such as Grace, BASF, UOP, and Albemarle, as well as other niche competitors such as Tosoh, Axens, and Haldor Topsoe.

In our Ecoservices segment, we compete in the North American refining services industry with competitors such as Chemtrade and Veolia.

In our Ecoservices segment, we compete in the North American refining services industry with competitors such as Chemtrade and Nexpera, formerly the sulfuric acid business of Veolia.

We believe that we typically compete on the basis of performance, product consistency, quality, reliability, and ability to innovate in response to customer demands.

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The occurrence of any of these events could materially adversely affect our financial condition and results of operations.

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We are subject to the risk of loss resulting from non-payment or non-performance by our customers.

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Many of the customer contracts in our Ecoservices segment are multi-year agreements.

Sulfuric acid regeneration customer contracts are typically on five- to ten-year terms and virgin sulfuric acid customer contracts are typically on one- to five-year terms, with larger customers typically favoring longer terms.

Regeneration services customer contracts are typically on five- to ten-year terms and virgin sulfuric acid customer contracts are typically on one- to five-year terms, with larger customers typically favoring longer terms.

Excluding contracts with automatic evergreen provisions, approximately 40% of our sulfuric acid volume for the year ended December 31, 2024 was under contracts expiring at the end of 2025 or beyond.

In addition, our sulfuric acid regeneration contracts with major refinery customers typically allow for termination with advance notice of one to two years.

In addition, our regeneration services contracts with major refinery customers typically allow for termination with advance notice of one to two years.

We cannot provide assurance that our existing contracts will not be subjected to early terminations or that our expiring contracts will be renewed at the end of their terms.

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If we fail to recover our investment, or these projects never become profitable, our ability to implement our business strategy may be materially and adversely affected.

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We may be liable for damages based on product liability claims brought against us or our customers for costs associated with recalls of our or our customers’ products.

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While we attempt to protect ourselves from product liability claims and exposures through our adherence to standards and specifications, quality control and assurance and through contractual negotiations and provisions, there can be no assurance that our efforts will ultimately protect us from such claims.

A product liability claim or voluntary or government-ordered product recall could result in substantial and unexpected expenditures, affect customer confidence in our products and divert management’s attention from other

responsibilities.

A product recall or successful product liability claim or series of claims against us in excess of our insurance coverage and for which we are not otherwise indemnified could have a material adverse effect on our business, financial condition, results of operations or cash flows.

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Additionally, current or future U.S.

administrations may seek to tighten current environmental standards and regulations, including, but not limited to, the Corporate Average Fuel Economy standards, which could have a material adverse effect on our sales into the clean fuels, emission control and other industries.

administrations may seek to alter current environmental standards and regulations, including, but not limited to, the Corporate Average Fuel Economy standards, which could have a material adverse effect on our sales into the clean fuels, emission control and other industries.

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We are subject to extensive environmental, health and safety regulations and face various risks associated with potential non-compliance or releases of hazardous materials.

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Work under the Consent Decree has proceeded since 2007, and all of the significant capital improvements related to the Consent Decree have been completed.

Three of our operating locations have been released from the scope of the Consent Decree and we are seeking release of the other locations covered by the Consent Decree.

Three of our operating locations have been released from the scope of the Consent Decree and we are seeking release of three other locations covered by the Consent Decree.

Upon issuance of New Source Review permit amendments at the remaining sites, we expect to be fully released from the Consent Decree.

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Our facilities have an extended history of industrial use, and soil and groundwater contamination exists at some of our sites.

As of December 31, 2023, we had current remediation, monitoring and/or maintenance obligations at several of our current or former sites, including Dominguez, California and Martinez, California.

As of December 31, 2023, we had established reserves of approximately $0.4 million to cover anticipated expenses at these sites, all of which have reached relatively mature stages of the investigation, remediation or monitoring process.

As of December 31, 2024, we had current remediation, monitoring and/or maintenance obligations at several of our current or former sites, including Dominguez, California, Martinez, California and Hammond, Indiana.

As of December 31, 2024, we had established reserves to cover anticipated expenses at these sites, all of which have reached relatively mature stages of the investigation, remediation or monitoring process.

Actual costs to complete these projects may exceed our current estimates.

As of December 31, 2023, our total reserves associated with environmental remediation and enforcement matters were $0.4 million.

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As of December 31, 2024, our total reserves associated with environmental remediation and enforcement matters noted above were $0.8 million.

In addition to the ongoing remediation and monitoring activities discussed above, there is risk that the long-term industrial use at our facilities may have resulted in, or may in the future result in, contamination that has yet to be discovered, which could require additional, unplanned investigation and remediation efforts by us for which no reserves have been established, potentially without regard to whether we knew of, or caused, the release of such contaminants.

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Existing and proposed regulations to address climate change by limiting greenhouse gas emissions may cause us to incur significant additional operating and capital expenses and may impact our business and results of operations.

Certain of our operations result in emissions of greenhouse gases (“GHGs”), such as carbon dioxide.

Certain of our operations result in emissions of GHG, such as carbon dioxide.

Growing concern about the sources and impacts of global climate change has led to a number of domestic and foreign legislative and administrative measures, both proposed and enacted, to monitor, regulate and limit carbon dioxide and other GHG emissions.

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ETS”), an E.U.-wide trading scheme for industrial GHG emissions.

ETS is anticipated to become progressively more stringent over time, including by reducing the number of allowances to emit GHGs that E.U.

ETS is anticipated to become progressively more stringent over time, including by reducing the number of allowances to emit GHG that E.U.

member states will allocate without charge to industrial facilities.

In the United States, the EPA has promulgated federal GHG regulations under the Clean Air Act that affect certain sources.

For example, the EPA has issued mandatory GHG reporting requirements, under which our Dominguez, California and Baton Rouge, Louisiana facilities currently report.

For example, the EPA has issued mandatory GHG reporting requirements, under which some of our Ecoservices’ facilities report depending upon each facility’s natural gas usage during each prior reporting year.

Moreover, California has enacted the Global Warming Solutions Act of 2006 (“Assembly Bill 32”), a law that establishes a comprehensive program to reduce GHG emissions from all sources throughout the state and contains reporting requirements under which our Dominguez and Martinez facilities currently report.

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This growing global environmental concern is also manifesting in existing and pending sustainability legislation, regulations, and directives at the federal, state and international levels, including, but not limited to, the E.U.

Corporate Sustainability Reporting Directive (“CSRD”), the California Climate Corporate Data Accountability Act (SB 253) and GHG Climate-related Financial Risk Act (SB 261), and proposed United States SEC rules addressing Scope 1, 2, and 3 emissions.

Corporate Sustainability Reporting Directive (“CSRD”), the California Climate Corporate Data Accountability Act (SB 253) and GHG Climate-related Financial Risk Act (SB 261), and the stayed United States SEC rules addressing Scope 1 and 2 emissions.

In the future, these developments are anticipated to increase the cost associated with complying with existing, pending, and future sustainability-related legislation, regulations and directives and such increased costs and/or our failure to comply with any such legislation, regulations and directives could adversely affect our financial condition, results of operations and cash flows.

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Production and distribution of our products could be disrupted for a variety of reasons, and such disruptions could expose us to significant losses or liabilities.

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Furthermore, to the extent a production disruption occurs at a manufacturing facility that has been operating at or near full capacity, the resulting shortage of our product could be particularly harmful because production at the manufacturing facility may not be able to reach levels achieved prior to the disruption.

Such risks are heightened in our Ecoservices segment, which has operations and customers primarily located in the Gulf Coast, which is susceptible to a heightened risk of hurricanes, and in California, which is susceptible to a heightened risk of earthquakes.

For example, in December 2022, the operations of our Ecoservices’ Houston and Hammond facilities were disrupted by Winter Storm Elliot.

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In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain.

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We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.

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We may also opportunistically pursue dispositions of certain assets and businesses, which may involve material amounts of assets or lines of business, which could adversely affect our results of operations, financial condition and liquidity.

We are currently conducting a strategic review of our Advanced Materials & Catalysts segment, which may or may not result in a disposition involving all or a part of that segment.

If any such dispositions were to occur, under the terms of the agreements governing our outstanding indebtedness, we may be required to apply the proceeds of the sale to repay such indebtedness.

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Further, all the risks associated with our acquisitions and dispositions may not be immediately known to us, and the anticipated benefits of such acquisition or disposition may not be fully realized.

On December 14, 2020, we completed the sale of our Performance Materials business to Potters Buyer, LLC, an affiliate of The Jordan Company, L.P., for a purchase price of $650.0 million, which was subject to certain adjustments for indebtedness, working capital, and cash at the closing of the transaction.

Effective on August 1, 2021, we completed the sale of our Performance Chemicals business to Cerberus Capital Management, L.P.

and Koch Mineral & Trading LLC for a purchase price of $1.1 billion, which was subject to certain adjustments including for indebtedness, cash, working capital and transaction expenses at the closing of the transaction.

Our strategic review process for the Advanced Materials & Catalyst business may not result in the identification or completion of a transaction, or create additional value for our stockholders, and the process may have an adverse effect on our business.

On December 2, 2024, the Company announced that the Board of Directors had initiated a strategic review process for its Advanced Materials & Catalysts business.

At this time, the Board has not made any decisions as to whether the strategic review process will result in any transaction or any other outcome.

We cannot make any assurance that the Board’s review will result in a transaction or other strategic change to the Company or its Advanced Materials & Catalysts business, happen on the timeline we anticipate or that the outcome of the review will provide greater value to our stockholders than the current price of our common stock.

The strategic review process may require significant resources and expenses.

In addition, speculation and uncertainty regarding the strategic review process may cause or result in disruption of our business;

distraction of our employees;

difficulty in recruiting, hiring, motivating and retaining qualified personnel;

difficulty in maintaining or negotiating and consummating new business or strategic relationships or transactions;

potential litigation;

and increased stock price volatility.

If we are unable to mitigate these or other potential risks related to the uncertainty caused by the strategic review process, it may adversely affect our business or adversely impact our business, financial condition, results of operations and cash flows.

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Our joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations or differences in views among our partners results in delayed decisions or failures to agree on major issues, which may adversely affect our results of operations and force us to dedicate additional resources to these joint ventures.

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If our joint venture partners do not fulfill their obligations, or if differences in views among the joint venture participants result in delayed decisions or failures to agree on major issues, the affected joint venture may not be able to operate according to its business plan.

For example, the Zeolyst Joint Venture is structured as a general partnership in which we are equal partners with Shell Catalysts & Technologies, an affiliate of Royal Dutch Shell plc.

Accordingly, we do not control the Zeolyst Joint Venture and cannot unilaterally undertake strategies, plans, goals and operations or determine when cash distributions will be made to us.

For example, the Zeolyst Joint Venture is structured as a general partnership in which we are an equal partner with Shell.

Accordingly, we do not control the Zeolyst Joint Venture and generally cannot unilaterally undertake strategies, plans, goals and operations or determine when cash distributions will be made to us.

Furthermore, we are liable on a joint and several basis with Shell for all of the partnership’s liabilities if it does not have sufficient assets to satisfy such liabilities.

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Failure to protect our existing intellectual property rights may allow our competitors to copy our products and may result in the loss of valuable proprietary technologies or other intellectual property.

Failure to protect our innovations and trademarks by securing intellectual property rights could also result in our having to pay other

companies for infringing on their intellectual property rights.

Failure to protect our innovations and trademarks by securing intellectual property rights could also result in our having to pay other companies for infringing on their intellectual property rights.

We rely on a combination of patent, trade secret, trademark and copyright law as well as regulatory and judicial enforcement to protect such technologies and trademarks.

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Moreover, even if valid and enforceable, competitors may be able to design around our patents or use pre-existing technologies to compete with us.

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We also rely upon unpatented proprietary know-how, continuing technological innovation and other trade secrets to develop and maintain our competitive position, which may not provide us with complete protection against competitors.

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Should there be infringement claims against our licensees, we could be required to indemnify them for losses resulting from such claims or to refund amounts they have paid to us.

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Disruption, failure or cybersecurity breaches affecting or targeting computers and infrastructure used by us or our business partners may adversely impact our business and operations.

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These impacts may adversely affect our relationships with employees, customers and other third parties and may have an adverse effect on our business reputation, competitiveness, financial condition, results of operations and cash flows, including damage to our operations, employees, or other third parties, resulting in remediation costs, litigation or regulatory actions.

Although we have introduced many security measures, including firewalls and information

technology security policies and training, these measures may not offer the appropriate level of security.

Although we have introduced many security measures, including firewalls and information technology security policies and training, these measures may not offer the appropriate level of security.

We routinely experience attempts by external parties to penetrate and attack our networks and systems.

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however, we paid a special cash dividend in December 2020 and in August 2021 that was financed with the cash proceeds from our sale of our Performance Materials and Performance Chemicals businesses, respectively.

To the extent that we determine in the future to pay dividends on our common stock, the agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.

To the extent that we determine in the future to pay dividends on our common stock, the

Table of Con ten ts

agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.

We may need to recognize impairment charges related to goodwill, identified intangible assets, fixed assets and investments in affiliated companies.

We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment.

We are also required to evaluate indefinite-lived intangible assets and fixed assets for impairment if there are indicators of a possible impairment.

There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets.

We are also required to evaluate indefinite-lived intangible assets, fixed assets and investments in affiliated companies for impairment if there are indicators of a possible impairment.

There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets, fixed assets, and investments in affiliated companies.

If, as a result of a general economic slowdown or deterioration in one or more of the industries in which we operate or in our financial performance or future outlook, or if the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired.

An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our results of operations and financial position.

We performed our annual impairment test on goodwill on October 1, 2023, and determined there was no goodwill impairment.

We performed our annual impairment test on goodwill on October 1, 2024, and determined there was no goodwill impairment at the reporting unit level.

During the year ended December 31, 2024, we recognized an other-than-temporary impairment charge of $65 million on our investment in the Zeolyst Joint Venture to reduce the carrying value of our investment to its estimated fair value.

We may be subject to future changes in tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations.

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Additionally, our organization is engaged in a number of cross-border intercompany transactions, subject to local transfer pricing regimes currently in place.

We believe the economics of these transactions have been clearly

reported, and the appropriate local transfer pricing documentation is contemporaneously available, although tax authorities may propose and potentially sustain adjustments that could result in changes to our mix of earnings in countries with differing statutory tax rates.

We believe the economics of these transactions have been clearly reported, and the appropriate local transfer pricing documentation is contemporaneously available, although tax authorities may propose and potentially sustain adjustments that could result in changes to our mix of earnings in countries with differing statutory tax rates.

The Organization of Economic Cooperation and Development (“OECD”), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting (“BEPS”) project.

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For example, the Model Rules under BEPS’s Pillar Two include a common approach for a global minimum tax.

The Company has assessed the minimum tax and does not expect it to be within the scope of the Model Rules beginning January 1, 2024.

The Company will continue to monitor the BEPS project and the applicability of new tax legislation to the Company.

The Company has assessed that the minimum tax was not within the scope of the Model Rules beginning January 1, 2024.

The Company will continue to monitor the BEPS project and the applicability of new tax legislation to the Company and will update accordingly when the Company becomes subject to the minimum tax.

Our tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies.

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If our effective tax rates were to increase as a result of a tax examination, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected.

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We have underfunded pension plan liabilities.

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If we and our restricted subsidiaries incur significant additional indebtedness, the related risks that we face could increase.

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The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to change or to take certain actions.

The indentures governing our outstanding indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to incur additional indebtedness, make investments, acquisitions, loans and advances, sell, transfer or otherwise dispose of our assets or incur liens.

The agreements governing our outstanding indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to incur additional indebtedness, make investments, acquisitions, loans and advances, sell, transfer or otherwise dispose of our assets or incur liens.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Debt.” In addition, the restrictive covenants in the agreements governing our senior secured credit facilities require us to maintain specified financial ratios and satisfy other financial condition tests.

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Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.

Since launching our IPO in September 2017, the price of our common stock, as reported on the New York Stock Exchange, has ranged from a low of $8.20 on November 15, 2022 to a high of $18.90 on March 9, 2021.

Since launching our initial public offering (“IPO”) in September 2017, the price of our common stock, as reported on the New York Stock Exchange, has ranged from a low of $6.02 on August 5, 2024 to a high of $18.90 on March 9, 2021.

In addition, the stock market in general has been highly volatile.

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• changes in general market and economic conditions.

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In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly.

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Provisions in our certificate of incorporation and bylaws and Delaware law could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders.

These provisions include a classified board of directors and the ability of our board of directors to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquiror.

Our certificate of incorporation imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than INEOS Limited and investment funds affiliated with CCMP, Capital Advisors, L.P.

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• any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a “Covered Proceeding”).

specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party.

In addition, our certificate of incorporation provides that if any action the subject matter of which is a Covered Proceeding is filed in a court other than the specified Delaware courts without the approval of our board of directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party.

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Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions.

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We may not pay additional dividends on our common stock and, consequentially, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Although we paid special cash dividends in December 2020 and August 2021, our board of directors may decide to retain future earnings, if any, for future operations, expansion and debt repayment and may not pay any special or regular dividends for the foreseeable future.

We have not paid special cash dividends since December 2020 and August 2021, and our board of directors may decide to retain future earnings, if any, for future operations, expansion and debt repayment and may not pay any special or regular dividends for the foreseeable future.

Any decision to declare and pay special or regular dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant.

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Significant trade developments stemming from the U.S.

administration, U.S.

courts’ or the United Kingdom’s exit from the European Union could have an adverse effect on us.

The United States has in recent years renegotiated a number of trade agreements, such as the United States-Mexico-Canada Agreement (“USMCA”), imposed tariffs on goods imported from China and certain other countries, and increasingly levied sanctions and export controls on China and other countries.

All of these actions have resulted in retaliatory action, including retaliatory tariffs and other restrictions by China and other countries.

administration and other countries could have an adverse effect on us.

Tariffs and other trade barriers imposed by the United States or other countries have affected and could continue to adversely affect our manufacturing costs, our ability to source and import raw materials and equipment on a cost-effective basis, our ability to export our products, and our ability to compete successfully against other companies that are not impacted by tariffs to the same extent as the Company.

Our financial results are affected by our ability to sell our products globally.

Additionally, the uncertainties created by tariffs and other trade barriers could negatively continue to affect our customers’ demand for our products.

It is difficult to predict the effects of current or future tariffs and other trade barriers and disputes, and the Company’s efforts to reduce the effects of tariffs through pricing and other measures may not be effective.

It is currently unclear what additional actions, if any, will be taken by the United States and other countries with respect to the imposition of tariffs on goods imported into the United States.

During his campaign and during the first weeks of his administration, President Trump expressed various intentions to impose tariffs on goods shipped from China, Canada, Mexico or other countries to the United States, including up to 60% tariffs on goods shipped from China.

We are continuing to evaluate the impact of these announced and other proposed tariffs.

Implementation of tariffs by the United States, or the imposition of retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our products, which may result in our products becoming less attractive relative to products offered by our competitors.

These changes, as well as any other changes in social, political, regulatory and economic conditions, or further changes to foreign or domestic laws and policies governing foreign trade (including export, import and sanctions), manufacturing and development and foreign direct investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business.

Additionally, in June 2016, the United Kingdom held a referendum and voted in favor of leaving the European Union and, on January 31, 2020, the United Kingdom exited the European Union and the implementation period or transition period ended on December 31, 2020.

This referendum and exit has created political and economic uncertainty, particularly in the United Kingdom and the European Union, and this uncertainty may last for years.

Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the United Kingdom’s referendum and exit.

In addition, our business could be negatively affected by new trade agreements between the United Kingdom and other countries, including the United States, and by the possible imposition of trade or other regulatory barriers in the United Kingdom.

These possible negative impacts, and others resulting from the United Kingdom’s withdrawal from the European Union, may adversely affect our customers’ businesses and our operating results.

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If we lose certain key personnel or are unable to hire additional qualified personnel, we may not be able to execute our business strategy and our business could be adversely affected.

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Although we believe that we are adequately staffed in key positions, we may not be able to retain such personnel on acceptable terms or at all, and such personnel may seek to compete with us in the future.

If we lose the service of any of our key personnel, we may not be able to hire replacements with the same level of industry experience and knowledge necessary

to execute our business strategy, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows.

If we lose the service of any of our key personnel, we may not be able to hire replacements with the same level of industry experience and knowledge necessary to execute our business strategy, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We depend on good relations with our workforce, and any significant disruptions could adversely affect our operations.

As of December 31, 2024, we had 920 employees worldwide, approximately 45% of which were represented by a union, works council or other employee representative body.

As of December 31, 2023, 137 of our U.S.

As of December 31, 2024, none of our U.S.

unionized employees were covered under collective bargaining agreements that will expire on or before December 31, 2025.

Failure to reach agreement with any of our unionized work groups regarding the terms of their collective bargaining agreements or annual pay increases may result in a labor strike, work stoppage or slowdown.

For example, unionized employees at our Ecoservices’ Houston facility went on strike for 21 days in 2024 before agreeing to a new collective bargaining agreement.

In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the United States.

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Adverse outcomes in any of the foregoing could have a material adverse effect on our business.

If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in our company.

Table of Con ten ts

We determined that a material weakness in our internal control over financial reporting existed as of December 31, 2024.

If we fail to properly remediate this or any future material weakness or deficiencies and fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures in the future, our ability to produce accurate and timely financial statements may be impaired and we may not be able to accurately report our financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in our company.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting.

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In addition, we are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports, and we are required to disclose significant changes made in our internal controls and procedures on a quarterly basis.

If we identify a material weakness in our internal control over financial reporting, we may not be able to remediate the material weakness identified in a timely manner or maintain all of the controls necessary to remain in compliance with our reporting obligations.

become subject to investigations by the New York Stock Exchange, on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

We have identified a material weakness in our internal control over financial reporting associated with the accounting of our investment in the Zeolyst Joint Venture and have concluded that our internal control over financial reporting and our disclosure controls and procedures related to our investment in the Zeolyst Joint Venture were not effective as of December 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in Item 9A - Controls and Procedures elsewhere in this Annual Report on Form 10-K, management concluded that the Company does not have sufficient controls designed to ensure the earnings from the Zeolyst Joint Venture, an equity method investee underlying the Company’s financial statements, were completely, accurately, and timely recorded.

This material weakness could result in a misstatement of our Investments in affiliated companies and Equity in net income from affiliated companies that would not be prevented or detected on a timely basis.

We may not be able to remediate this material weakness in a timely manner and even if we remediate this material weakness, we may have other material weaknesses or deficiencies in our internal control over financial reporting in the future.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting in future periods, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be negatively affected, and we could become subject to investigations by the New York Stock Exchange, on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Regulations related to conflict minerals could adversely impact our business.

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These rules could adversely affect the sourcing, supply and pricing of materials used in our products.

As there may be only a limited number of suppliers offering “conflict free” conflict minerals, we cannot be sure that we will be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices.

As there may be only a limited number of suppliers offering “conflict free” conflict minerals, we may not be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices.

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