What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 757 added, 726 removed, 1982 unchanged (43% of the section changed)

5 unchanged sentences

Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting as discussed below.

Management’s Annual Report on Internal Control over Financial Reporting

9 unchanged sentences

In making this assessment, management used the criteria for effective internal control over financial reporting described in the “Internal Control-Integrated Framework” (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.

Table of Con ten ts

Based on the assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective.

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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness exists in relation to the Company’s controls over the accounting of its Zeolyst Joint Venture.

The Company does not have sufficient controls designed to ensure its proportionate share of 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 resulted in immaterial adjustments to our equity in net income from affiliated companies and investments in affiliated companies as of and for the fiscal years ended December 31, 2024, 2023 and 2022, and for the interim periods contained within those fiscal years.

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

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

Plan for Remediation of Material Weakness

We are in the process of developing a plan to remediate the material weakness described above.

Our plan will include designing and implementing appropriate controls designed to ensure our proportionate share of the earnings from the Zeolyst Joint Venture are completely, accurately, and timely recorded in our financial statements.

This material weakness will not be considered remediated until the applicable controls are designed, implemented and operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

5 unchanged sentences

Not applicable.

Table of Con ten ts

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item 10 will be included in our 2024 Proxy Statement, which we intend to file with the SEC within 120 days of our December 31, 2023 fiscal year end, and is incorporated herein by reference.

A copy of our form of insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The remaining information required by this Item 10 will be included in our 2025 Proxy Statement, which we intend to file with the SEC within 120 days of our December 31, 2024 fiscal year end, and is incorporated herein by reference.

EXECUTIVE COMPENSATION.

6 unchanged sentences

The information required by this Item 14 will be included in our 2025 Proxy Statement, which we intend to file with the SEC within 120 days of our December 31, 2024 fiscal year end, and is incorporated herein by reference.

Table of Con ten ts

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

7 unchanged sentences

Exhibit Filing

2.1 Stock Purchase Agreement, dated as of October 15, 2020, by and among PQ Corporation and Potters Buyer, LLC

8-K 001-38221 2.1 10/16/2020

2.1 Stock Purchase Agreement, dated as of February 28, 2021, by and among PQ Group Holdings Inc.

17 unchanged sentences

8-K 001-38221 3.2 8/3/2021

3.5 Certificate of Amendment of Certificate of Incorporation

8-K 001-38221 3.1 5/9/2024

4.1 Indenture, dated as of May 4, 2016, among PQ Corporation, as Issuer, the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, including the form of Global Note attached as Exhibit A thereto

16 unchanged sentences

S-1/A 333-218650 10.5 9/1/2017

10.6* Ecovyst Inc.

2017 Omnibus Incentive Plan, as Amended and Restated

S-8 333-262180 4.1 1/14/2022

Table of Con ten ts

Incorporated by Reference

2 unchanged sentences

Exhibit Filing

10.6* Ecovyst Inc.

2017 Omnibus Incentive Plan, as Amended and Restated

S-8 333-262180 4.1 1/14/2022

10.7* Form of Stock Option Award Agreement under the Ecovyst Inc.

37 unchanged sentences

10-Q 001-38221 10.4 8/9/2021

10.21* Form of 2021 Performance Stock Unit Award Agreement under the Ecovyst Inc.

2017 Omnibus Incentive Plan, as Amended and Restated

10-K 001-38221 10.38 3/1/2022

Table of Con ten ts

Incorporated by Reference

2 unchanged sentences

Exhibit Filing

10.21* Form of 2021 Performance Stock Unit Award Agreement under the Ecovyst Inc.

2017 Omnibus Incentive Plan, as Amended and Restated

10-K 001-38221 10.38 3/1/2022

10.22 * Severance Agreement, dated December 16, 2022, between Ecovyst Catalyst Technologies LLC and Kurt J.

13 unchanged sentences

10-K 001-38221 10.31 2/28/2023

10.29* Form of 2024 Performance Stock Unit Award Agreement under the Ecovyst Inc.

2017 Omnibus Incentive Plan, as Amended and Restated

10-Q 001-38221 10.1 5/03/2024

10.30 Second Amendment Agreement, dated as of June 12, 2024, by and among the Borrowers, Ecovyst Midco II Inc., UBS AG Cayman Islands Branch, as administrative agent, and the lenders party thereto.

10-Q 001-38221 10.1 8/02/2024

10.31 Third Amendment Agreement, dated as of January 30, 2025, by and among the Borrowers, Ecovyst Midco II Inc., UBS AG, Stamford Branch, as administrative agent, and the lenders party thereto.

8-K 001-38221 10.1 01/31/2025

19.1 Form of Insider Trading Policy

21.1 Subsidiaries of Ecovyst Inc.

6 unchanged sentences

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Table of Con ten ts

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

32.1 Certification of Chief Executive Officer of Ecovyst Inc.

5 unchanged sentences

97.1 Policy relating to Recovery of Erroneously Awarded Compensation

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

10-K 001-38221 97.1 2/29/2024

101 The following financial statements from the Annual Report on Form 10-K of Ecovyst Inc.

5 unchanged sentences

FORM 10-K SUMMARY.

Table of Con ten ts

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

(Duly Authorized Officer and Principal Financial and Accounting Officer)

Table of Con ten ts

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

3 unchanged sentences

/s/ MICHAEL FEEHAN Vice President and Chief Financial Officer February 28, 2025

Michael Feehan

Michael Feehan (Principal Financial and Accounting Officer)

FOGARTY Chairperson of the Board February 28, 2025

3 unchanged sentences

Anna Catalano

/s/ ROBERT COXON Director February 29, 2024

/s/ KYLE VANN Director February 29, 2024

WARD Director February 28, 2025

/s/ SARAH LORANCE Director February 28, 2025

Sarah Lorance

/s/ DONALD ALTHOFF Director February 28, 2025

Donald Althoff

Table of Con ten ts

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Statements of Income for the Years Ended December 31, 202 3 , 202 2 and 202 1

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 3 , 202 2 and 202 1

Consolidated Statements of (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

11 unchanged sentences

Notes to the Financial Statements

Table of Con ten ts

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of Ecovyst Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and schedule I – parent company financial information as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 appearing on the accompanying index (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of (loss) income, of comprehensive (loss) income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule I – parent company financial information as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024 listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the ineffective design and maintenance of controls over ensuring the proportionate share of the earnings from the Zeolyst Joint Venture, an equity investee underlying the Company’s financial statements, are completely, accurately and timely recorded.

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 the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management’s report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

Table of Con ten ts

Definition and Limitations of Internal Control over Financial Reporting

5 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment — Advanced Materials & Catalysts Reporting Unit

As described in Notes 2 and 14 to the consolidated financial statements, goodwill associated with the Company’s Advanced Materials & Catalysts reporting unit was $77.9 million as of December 31, 2023.

As described in Notes 2 and 14 to the consolidated financial statements, the Company’s goodwill balance was $404.1 million as of December 31, 2024, and the goodwill associated with the Advanced Materials & Catalysts reporting unit was $77.5 million.

Management is required to test goodwill associated with each of its reporting units for impairment at least annually and whenever events or circumstances indicate that it is more likely than not that goodwill may be impaired.

1 unchanged sentence

Goodwill is tested for impairment at the reporting unit level.

If the carrying value of a reporting unit exceeds its implied fair value, an impairment charge is recognized.

Management determined the fair value of its reporting units using a split between a market approach and an income, or discounted cash flow, approach.

In applying the market approach, management estimates reporting unit market approach fair value using publicly traded comparable company values and applies the selected market multiples to each reporting unit’s trailing twelve months adjusted EBITDA.

Management estimates reporting unit income-based fair value using the discounted cash flow approach, which requires use of significant assumptions including revenue growth rates and discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Advanced Materials & Catalysts reporting unit is a critical audit matter are (i) the significant judgment by management when determining the fair value of the Advanced Materials & Catalysts reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market multiples, revenue growth rates, and discount rate;

If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized.

Management determined the fair value of its reporting units using both a market approach and an income, or discounted cash flow, approach.

Management estimates reporting unit market approach fair value using publicly traded comparable company values and applies the selected market multiples to each reporting unit’s trailing twelve months adjusted earnings before interest, taxes, depreciation and amortization (EBITDA.) Management estimates reporting unit income-based fair value using the discounted cash flow approach, which requires use of significant assumptions including revenue growth rates, operating margin growth rates, the perpetual growth rate, and the discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Advanced Materials & Catalysts reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Advanced Materials & Catalysts reporting unit;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Table of Con ten ts

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Advanced Materials & Catalysts reporting unit.

These procedures also included, among others, (i) testing management’s process for determining the fair value of the reporting unit;

(ii) evaluating the appropriateness of the market and income approaches;

(iii) evaluating the reasonableness of the significant assumptions used by management related to market multiples, revenue growth rates, and discount rate;

and (iv) testing the completeness and accuracy of the underlying data used in the market and income approaches.

Evaluating management’s significant assumptions related to revenue growth rates involved evaluating whether the assumption was reasonable considering (i) the current and past performance of the Advanced Materials & Catalysts reporting unit;

(ii) consistency with external market and industry data;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market and income approaches and (ii) the reasonableness of the market multiples and discount rate significant assumptions.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Advanced Materials & Catalysts reporting unit;

(ii) evaluating the appropriateness of the market and income approaches used by management;

(iii) testing the completeness and accuracy of underlying data used in the market and income approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to market multiples, revenue growth rates, operating margin growth rates, and discount rate.

Evaluating management’s assumptions related to revenue growth rates and operating margin growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Advanced Materials & Catalysts reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Investment Impairment Assessment — Zeolyst International

As described in Notes 2 and 10 to the consolidated financial statements, the Company’s investments in affiliated companies balance was $349.3 million as of December 31, 2024, of which a substantial portion related to the investment in Zeolyst International.

Management evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

If a decline in the fair value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.

During the year ended December 31, 2024, the Company recognized an impairment charge of $65 million on the investment in the Zeolyst Joint Venture, related to the investment in Zeolyst International, to reduce the carrying value of the investment to its estimated fair value.

Management estimated the fair value of the investment using a combination of an income, or discounted cash flow approach, and market value approach.

Management estimates investments in affiliated companies market approach fair value using publicly traded comparable company values and applies a control premium and the selected market multiples to the investment’s trailing twelve months adjusted EBITDA.

Management estimates investments in affiliated companies income-based fair value using the discounted cash flow approach, which requires use of significant assumptions including revenue growth rates, operating margin growth rates, a perpetual growth rate, selling, general and administrative expenses growth rates, and a discount rate.

The principal considerations for our determination that performing procedures relating to the investment impairment assessment of Zeolyst International is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the investment in Zeolyst International;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to control premium, market multiples, revenue growth rates, operating margin growth rates, perpetual growth rate, selling, general and administrative expenses growth rates, and the discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to the Company’s accounting for the investment in the Zeolyst Joint Venture.

Table of Con ten ts

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s investments in affiliated companies impairment assessment, including controls over the valuation of the investment in Zeolyst International.

These procedures also included, among others (i) evaluating the Company’s accounting for its investment in Zeolyst International;

(ii) testing management’s process for developing the fair value estimate of the investment in Zeolyst International;

(iii) evaluating the appropriateness of the market and income approaches used by management;

(iv) testing the completeness and accuracy of underlying data used in the market and income approaches;

and (v) evaluating the reasonableness of the significant assumptions used by management related to control premium, market multiples, revenue growth rates, operating margin growth rates, perpetual growth rate, selling, general and administrative expenses growth rates, and discount rate.

Evaluating management’s assumptions related to revenue growth rates, operating margin growth rates, and selling, general and administrative expenses growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Zeolyst International business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market and income approaches and (ii) the reasonableness of the control premium, market multiples, perpetual growth rate, and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 2015.

Table of Con ten ts

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(in thousands, except share and per share amounts)

Years ended December 31,

2024 2023 2022

6 unchanged sentences

Equity in net (income) from affiliated companies ( 15,112 ) ( 30,624 ) ( 27,725 )

Impairment of investment in affiliated companies 65,000 — —

Interest expense, net 49,426 44,730 37,217

Debt extinguishment costs 4,560 — —

Other expense, net 605 158 4,511

Income before income taxes 81,939 94,735 13,941

Other (income) expense, net ( 758 ) 605 158

(Loss) income before income taxes ( 5,022 ) 81,939 94,735

Provision for income taxes 1,630 10,785 24,940

Net income from continuing operations 71,154 69,795 1,794

Net income (loss) from discontinued operations, net of tax — 3,902 ( 141,410 )

Net income (loss) 71,154 73,697 ( 139,616 )

Net income attributable to the noncontrolling interest - discontinued operations — — 333

Net income (loss) attributable to Ecovyst Inc.

$ 71,154 $ 73,697 $ ( 139,949 )

Income from continuing operations attributable to Ecovyst Inc.

$ 71,154 $ 69,795 $ 1,794

Income (loss) from discontinued operations attributable to Ecovyst Inc.

— 3,902 ( 141,743 )

Net income (loss) attributable to Ecovyst Inc.

$ 71,154 $ 73,697 $ ( 139,949 )

Net income (loss) per share:

Basic income per share—continuing operations $ 0.60 $ 0.52 $ 0.01

Diluted income per share—continuing operations $ 0.60 $ 0.52 $ 0.01

Basic income (loss) per share—discontinued operations $ — $ 0.03 $ ( 1.04 )

Diluted income (loss) per share—discontinued operations $ — $ 0.03 $ ( 1.03 )

Basic income (loss) per share $ 0.60 $ 0.55 $ ( 1.03 )

Diluted income (loss) per share $ 0.60 $ 0.55 $ ( 1.02 )

Net (loss) income from continuing operations ( 6,652 ) 71,154 69,795

Net income from discontinued operations, net of tax — — 3,902

Net (loss) income $ ( 6,652 ) $ 71,154 $ 73,697

Net (loss) income per share:

Basic (loss) income per share—continuing operations $ ( 0.06 ) $ 0.60 $ 0.52

Diluted (loss) income per share—continuing operations $ ( 0.06 ) $ 0.60 $ 0.52

Basic income per share—discontinued operations $ — $ — $ 0.03

Diluted income per share—discontinued operations $ — $ — $ 0.03

Basic (loss) income per share $ ( 0.06 ) $ 0.60 $ 0.55

Diluted (loss) income per share $ ( 0.06 ) $ 0.60 $ 0.55

Weighted average shares outstanding:

2 unchanged sentences

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Years ended December 31,

2024 2023 2022

Net income (loss) $ 71,154 $ 73,697 $ ( 139,616 )

Net (loss) income $ ( 6,652 ) $ 71,154 $ 73,697

Other comprehensive income (loss), net of tax:

Pension and postretirement benefits 855 1,120 ( 2,676 )

Net gain (loss) from hedging activities ( 12,126 ) 24,382 2,914

Net (loss) gain from hedging activities ( 2,644 ) ( 12,126 ) 24,382

Foreign currency translation ( 4,660 ) 4,056 ( 9,922 )

Total other comprehensive income (loss) ( 6,950 ) 11,784 10,196

Comprehensive income (loss) 64,204 85,481 ( 129,420 )

Comprehensive income attributable to noncontrolling interests — — 333

Comprehensive income (loss) attributable to Ecovyst Inc.

$ 64,204 $ 85,481 $ ( 129,753 )

Total other comprehensive (loss) income ( 6,449 ) ( 6,950 ) 11,784

Comprehensive (loss) income $ ( 13,101 ) $ 64,204 $ 85,481

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

1 unchanged sentence

(in thousands, except share and per share amounts)

2023 December 31,

Cash and cash equivalents $ 146,013 $ 88,365

34 unchanged sentences

( 222,826 ) ( 226,710 )

Accumulated other comprehensive (loss) income ( 958 ) 5,992

Accumulated other comprehensive loss ( 7,407 ) ( 958 )

Total equity 700,460 705,464

1 unchanged sentence

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

5 unchanged sentences

Treasury stock Treasury

income (loss) Non-control

ling interest Total

income (loss) Total

Balance, December 31, 2021 137,820,971 $ 1,378 $ 1,073,409 $ ( 315,707 ) ( 882,213 ) $ ( 12,551 ) $ ( 5,792 ) $ 740,737

Net (income) loss — — — ( 139,949 ) — — — 333 ( 139,616 )

Net income — — — 73,697 — — — 73,697

Other comprehensive income — — — — — — 11,784 11,784

Repurchases of common shares — — — — ( 16,470,763 ) ( 136,741 ) — ( 136,741 )

Tax withholdings on equity award vesting — — — — ( 32,058 ) ( 332 ) — ( 332 )

Distributions to noncontrolling interests — — — — — — — ( 1,109 ) ( 1,109 )

Dividends paid on common stock ($ 3.20 per share)

— — ( 435,593 ) — — — — — ( 435,593 )

Stock compensation expense — — 17,469 — — — — 17,469

2 unchanged sentences

Net income — — — 71,154 — — — 71,154

Other comprehensive income — — — — — — 11,784 — 11,784

Other comprehensive loss — — — — — — ( 6,950 ) ( 6,950 )

Repurchases of common shares — — — — ( 7,541,494 ) ( 78,718 ) — ( 78,718 )

Tax withholdings on equity award vesting — — — — ( 315,635 ) ( 3,372 ) — ( 3,372 )

Excise tax on repurchase of common shares — — — — — ( 638 ) — ( 638 )

Stock compensation expense — — 16,252 — — — — 16,252

1 unchanged sentence

Balance, December 31, 2023 140,744,045 1,407 1,102,581 ( 170,856 ) ( 24,627,150 ) ( 226,710 ) ( 958 ) 705,464

Net income — — — 71,154 — — — — 71,154

Net loss — — — ( 6,652 ) — — — ( 6,652 )

Other comprehensive loss — — — — — — ( 6,449 ) ( 6,449 )

1 unchanged sentence

Tax withholdings on equity award vesting — — — — ( 128,801 ) ( 1,218 ) — ( 1,218 )

Excise tax on repurchases of common shares — — — — — ( 638 ) — — ( 638 )

Stock compensation expense — — 14,037 — — — — 14,037

2 unchanged sentences

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

4 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ 71,154 $ 73,697 $ ( 139,616 )

Net (income) loss from discontinued operations — ( 3,902 ) 141,410

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 6,652 ) $ 71,154 $ 73,697

Net income from discontinued operations — — ( 3,902 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation 75,282 70,551 65,121

Amortization 14,080 14,047 14,042

Intangible asset impairment charge 3,900 — —

Amortization of deferred financing costs and original issue discount 1,659 2,076 2,031

Debt extinguishment costs 90 — —

Foreign currency exchange (gain) loss ( 589 ) 978 4,716

Foreign currency exchange loss (gain) 339 ( 589 ) 978

Deferred income tax (benefit) provision ( 7,927 ) ( 17,072 ) 1,652

3 unchanged sentences

Dividends received from affiliated companies 38,000 28,000 35,000

Impairment of investment in affiliated companies 65,000 — —

Other, net ( 14,331 ) 647 ( 2,660 )

Working capital changes that provided (used) cash, excluding the effect of acquisitions and dispositions:

Working capital changes that provided (used) cash:

Receivables 3,102 ( 6,093 ) 5,503

4 unchanged sentences

Net cash provided by operating activities, continuing operations 149,890 137,597 180,295

Net cash provided by (used in) operating activities, discontinued operations — 6,311 ( 7,420 )

Net cash provided by operating activities, discontinued operations — — 6,311

Net cash provided by operating activities 149,890 137,597 186,606

1 unchanged sentence

Purchases of property, plant and equipment ( 68,953 ) ( 65,335 ) ( 58,870 )

Proceeds from business divestitures, net of cash — — 978,449

Investment in non-marketable equity securities ( 4,500 ) — —

Payments for business divestiture, net of cash — — ( 3,744 )

1 unchanged sentence

Other, net — — 81

Net cash (used in) provided by investing activities, continuing operations ( 65,335 ) ( 63,021 ) 875,753

Net cash used in investing activities, discontinued operations — — ( 40,021 )

Net cash (used in) provided by investing activities ( 65,335 ) ( 63,021 ) 835,732

Net cash used in investing activities, continuing operations ( 73,453 ) ( 65,335 ) ( 63,021 )

Table of Con ten ts

Years ended December 31,

4 unchanged sentences

Issuance of long-term debt, net of original issue discount and financing fees 870,817 — —

Debt issuance costs — — ( 1,293 )

Repayments of long-term debt ( 879,683 ) ( 9,000 ) ( 9,000 )

Debt prepayment fees — — ( 8,481 )

Proceeds from financing obligation — — 16,005

Dividends paid to stockholders — — ( 435,593 )

Repurchases of common shares ( 5,010 ) ( 78,717 ) ( 136,741 )

3 unchanged sentences

Net cash used in financing activities, continuing operations ( 17,841 ) ( 93,498 ) ( 148,186 )

Net cash used in financing activities, discontinued operations — — ( 1,144 )

Net cash used in financing activities ( 93,498 ) ( 148,186 ) ( 964,233 )

Effect of exchange rate changes on cash and cash equivalents ( 948 ) ( 1,319 ) ( 5,368 )

13 unchanged sentences

Basis of Presentation

On December 14, 2020, the Company completed the sale of its Performance Materials business for $ 650,000 .

The financial results of this business are presented as discontinued operations in the consolidated financial statements for the 2021 period presented.

On August 1, 2021, the Company completed the sale of its Performance Chemicals business for $ 1,100,000 .

The financial results of this business are presented as discontinued operations in the consolidated financial statements for the 2022 and 2021 periods presented.

See Note 4 to these consolidated financial statements for further information on these transactions.

The financial results of this business are presented as discontinued operations in the consolidated financial statements for the 2022 period presented.

See Note 4 to these consolidated financial statements for further information on this transaction.

The Company has two uniquely positioned specialty businesses:

Ecoservices provides sulfuric acid recycling to the North American refining industry for the production of alkylate and provides high quality and high strength virgin sulfuric acid for industrial and mining applications.

and Advanced Materials & Catalysts provides finished silica catalysts, catalyst supports and functionalized silicas necessary to produce high performing plastics and to enable sustainable chemistry, and through the Zeolyst Joint Venture, innovates and supplies zeolites used in catalysts that support the production of sustainable fuels, remove nitrogen oxides from diesel engine emissions and that are broadly applied in refining and petrochemical processes.

Ecoservices also provides chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry.

Advanced Materials & Catalysts , through its Advanced Silicas business, provides finished silica catalysts, catalyst supports and functionalized silicas necessary to produce high performing plastics and to enable sustainable chemistry, and through the Zeolyst Joint Venture, innovates and supplies specialty zeolites used in catalysts that support the production of sustainable fuels, remove nitrogen oxides from diesel engine emissions and that are broadly applied in refining and petrochemical processes.

Effective November 28, 2023, the Company renamed the Catalyst Technologies segment to Advanced Materials & Catalysts.

Beginning with the year ended December 31, 2023, the segment results and disclosures included in the Company’s consolidated financial statements reflect the new segment name for all periods presented.

The segment results and disclosures included in the Company’s consolidated financial statements reflect the new segment name for all periods presented.

This change to the Company’s segment name does not change the Company’s consolidated balance sheets, statements of income or cash flows for the prior periods or the way the Company’s chief operating decision maker (“CODM,” the “Company’s Chief Executive Officer,” or “CEO”) evaluated the business.

The Company’s regeneration services product group, which is a part of the Company’s Ecoservices segment, typically experiences seasonal fluctuations as a result of higher demand for gasoline products in the summer months and lower demand in the winter months.

7 unchanged sentences

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries.

Investments in affiliated companies are recorded at cost plus the Company’s equity in their undistributed earnings.

Investments in affiliated companies are recorded at cost plus any fair value adjustments and the Company’s equity in their undistributed earnings.

All intercompany transactions have been eliminated.

3 unchanged sentences

Income and expense items are translated at average exchange rates during the year.

Adjustments resulting from translation of the balance sheets and statements of income are included in stockholders’ equity as part of accumulated other comprehensive income (loss), and are included in earnings only upon the sale or liquidation of the underlying foreign subsidiary or affiliated company.

Adjustments resulting from translation of the balance sheets and statements of income are included in stockholders’ equity as part of accumulated other comprehensive income (loss) (“AOCI”), and are included in earnings only upon the sale or liquidation of the underlying foreign subsidiary or affiliated company.

Foreign currency transaction gains and losses are recognized in earnings based on differences between foreign currency exchange rates on the transaction date and on the settlement date.

4 unchanged sentences

Net foreign currency exchange (gains) and losses included in other expense (income), net were $ 339 , $( 589 ) and $ 978 for the years ended December 31, 2024, 2023 and 2022 , respectively.

The n et foreign currency (gains) and losses realized during these years were primarily driven by the non-permanent intercompany debt denominated in local currency and translated to U.S.

The n et foreign currency (gains) and losses realized during these years were primarily driven by the remeasurement effects of monetary assets and liabilities, including non-permanent intercompany debt denominated in a foreign currency and translated to U.S.

Cash and Cash Equivalents.

67 unchanged sentences

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.

If a decline in the fair value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.

Goodwill and Intangible Assets.

1 unchanged sentence

The Company is required to test goodwill associated with each of its reporting units for impairment at least annually and whenever events or circumstances indicate that it is more likely than not that goodwill may be impaired.

The Company performs its annual goodwill impairment test as of October 1.

The Company completed its annual goodwill impairment test as of October 1.

Goodwill is tested for impairment at the reporting unit level.

26 unchanged sentences

The Company may designate a derivative as a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge), a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge), a foreign currency fair-value or cash-flow hedge (foreign currency hedge), or a hedge of a net investment in a foreign operation (net investment hedge).

The Company’s hedging strategies include derivatives designated as cash flow hedges and net investment hedges.

The Company’s hedging strategies include derivatives designated as cash flow hedges.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income and subsequently reclassified into earnings in the same period(s) in which the hedged transaction affects earnings.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a hedge of a net investment in a foreign operation are recorded in the foreign currency translation adjustment account within accumulated other comprehensive income, where the associated gains and losses will remain until such time that the hedged net investment (foreign subsidiary) is sold or liquidated.

Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a hedge of a net investment in a foreign operation are recorded in the foreign currency translation adjustment account within AOCI, where the associated gains and losses will remain until such time that the hedged net investment (foreign subsidiary) is sold or liquidated.

Changes in the fair value of a derivative that is not designated or does not qualify as a hedge are recorded in the consolidated statements of income.

9 unchanged sentences

The carrying values of cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these items.

See Note 6 to these consolidated financial statements for further information regarding the application of fair value measurements and Note 16 regarding the fair value of debt.

See Note 6 to these consolidated financial statements for further information regarding the application of fair value measurements on the Company’s recurring and non-recurring bases and Note 16 regarding the fair value of debt.

Treasury Stock.

14 unchanged sentences

(Dollars in thousands, except share and per share amounts)

The Company may recognize revenue from bill-and-hold arrangements initiated by a customer.

Under these bill-and-hold arrangements, a customer pays for the goods, but does not take physical possession immediately.

The Company considers satisfaction of performance obligations when they have finished manufacturing the products based on the agreed upon specifications in accordance with the order.

These products are custom made to each customer’s specifications and cannot be made available for use with another customer’s order.

Once the goods have been segregated in a designated space in the warehouse and the customer has been invoiced, title to the goods and risk of loss has transferred to the customer.

The customers have access to their products to inspect and can take possession prior to the scheduled delivery dates.

The Company may offer rebates to customers who have reached a specified volume of optional purchases.

26 unchanged sentences

These accrued liabilities represent a provision for taxes that are reasonably expected to be incurred on the basis of available information but which are not certain.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Environmental Expenditures.

7 unchanged sentences

Deferred financing costs are amortized as interest expense using the effective interest method over the respective terms of the associated debt instruments.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Stock-Based Compensation.

19 unchanged sentences

The Company also has defined contribution plans covering domestic employees of the Company and certain subsidiaries.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Contingencies.

8 unchanged sentences

Actual results could differ from those estimates.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Correction of Errors .

Correction of errors have been made to the historical presentation of the consolidated financial statements and the notes accompanying the consolidated financial statements.

During the preparation of the condensed consolidated financial statements for the period ended June 30, 2023, the Company identified a presentation error in the components of accumulated other comprehensive income (loss) that originated in the year ended December 31, 2021 and remained uncorrected through the quarter ended March 31, 2023.

As a result, the presentation of accumulated other comprehensive income (loss) in Note 7 was corrected by revising the opening balances as follows:

Defined benefit and other postretirement plans Net gain (loss) from hedging activities Foreign currency translation

As reported, December 31, 2021 $ 14,808 $ 2,254 $ ( 22,854 )

Correction to opening balances ( 12,640 ) ( 1,964 ) 14,604

Revised, December 31, 2021 $ 2,168 $ 290 $ ( 8,250 )

As reported, December 31, 2022 $ 12,132 $ 26,636 $ ( 32,776 )

Correction to opening balances ( 12,640 ) ( 1,964 ) 14,604

Revised, December 31, 2022 $ ( 508 ) $ 24,672 $ ( 18,172 )

This classification error within accumulated other comprehensive income (loss) did not impact total accumulated other comprehensive income (loss) for the periods included in these consolidated financial statements.

Additionally, there was no impact on the consolidated statements of income and other comprehensive income (loss), consolidated balance sheets and consolidated statements of cash flows for the periods included in these consolidated financial statements.

The Company assessed the materiality of this presentation error and concluded it was not material to the Company’s previously issued financial statements.

Net income for the year ended December 31, 2023 increased by $ 1,390 from adjustments for the Company’s interest rate cap agreements related to prior year interest expense amortization, $ 840 from adjustments related to prior year sales rebate reserves and $ 2,776 from adjustments for the Company’s equity in net income of affiliated companies related to revised Zeolyst International historical results offset by $ 1,301 from other adjustments.

The $ 3,705 total net impact of these adjustment was not material to the consolidated financial statements for any prior quarterly or annual periods or the current annual period.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Net loss for the year ended December 31, 2024 included an adjustment of $ 1,025 related to the Company’s LIFO inventory valuation and an adjustment of $ 939 for the Company’s equity in net income of affiliated companies related to revised Zeolyst International results for the years ended December 31, 2023 and 2022.

The total 2024 net benefit of $ 1,964 from these adjustments was not material to the consolidated financial statements for the current period nor the prior interim or annual periods .

New Accounting Standards:

Accounting Standards Recently Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve the disclosures related to public business entities reportable segments.

This new guidance requires entities to provide information regarding significant segment expenses, especially those segment expenses that are regularly reported to the Company’s CODM.

The guidance also requires public entities to disclose the nature, type and amounts of other segment items by reportable segment.

Public business entities will also have to report all annual disclosures about segments profits or losses that are required by ASC 280 on an interim basis, including the significant segment expenses and other segment items.

The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company has applied the guidance as required for the fiscal year ended December 31, 2024.

Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve disclosures related to incomes taxes.

In November 2024, FASB issued guidance requiring public business entities to disclose additional information on the nature of certain expenses presented in the income statement.

The new guidance requires tabular disclosure of significant expense categories and qualitative descriptions for amounts not disaggregated from relevant expense categories.

Public business entities are required to define selling expenses and disaggregate the components.

The new guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The requirements must be applied prospectively however public business entities have the option to apply the guidance retrospectively.

The disclosure will be implemented as required for the fiscal year ended December 31, 2027.

The Company is currently evaluating the impact of this guidance.

In December 2023, FASB issued guidance to improve disclosures related to incomes taxes.

This new guidance requires public business entities to disaggregate information on the effective tax rate reconciliation and income taxes paid to provide greater transparency.

Public business entities will be required to provide additional information in specified categories related to effective tax rate reconciliation in tabular form and provide income taxes paid by jurisdictions, with further disaggregation needed if amounts exceed 5% of the total.

Public business entities will be required to provide additional information in specified categories related to effective tax rate reconciliation in tabular form and provide income taxes paid by

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

jurisdictions, with further disaggregation needed if amounts exceed 5% of the total.

The new guidance is effective for fiscal years beginning after December 15, 2024.

The Company will adopt the new guidance effective January 1, 2025 as required.

In November 2023, the FASB issued guidance to improve the disclosures related to public business entities reportable segments.

This new guidance requires entities to provide information regarding significant segment expenses, especially those segment expenses that are regularly reported to the Company’s chief operating decision maker (the Company’s Chief Executive Officer), or CODM.

The guidance also require public entities to disclose the nature, type and amounts of other segment items by reportable segment.

The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company will adopt the new guidance effective January 1, 2024 as required.

In October 2023, the FASB issued guidance to amend either presentation or disclosure requirements related to fourteen subtopics in the FASB Accounting Standards Codification, that are currently in the SEC Regulation S-X or Regulation S-K.

The disclosure will be implemented as required for the fiscal year ended December 31, 2025.

The Company is currently evaluating the impact of this guidance.

In October 2023, FASB issued guidance to amend either presentation or disclosure requirements related to fourteen subtopics in the FASB Accounting Standards Codification, that are currently in the SEC Regulation S-X or Regulation S-K.

The new guidance was issued in response to the SEC’s ruling on disclosure simplification.

2 unchanged sentences

The Company is currently evaluating the impact of the new guidance as it pertains to the fourteen subtopics that would impact the business and will apply prospectively once in effect.

In August 2023, the FASB issued guidance for entities that meet the definition of a joint venture or a corporate joint venture, to adopt a new basis of accounting upon the formation of the joint venture.

In August 2023, FASB issued guidance for entities that meet the definition of a joint venture or a corporate joint venture, to adopt a new basis of accounting upon the formation of the joint venture.

The new guidance requires the initial measurement of contributed net assets and liabilities at fair value on the formation date, recognition of goodwill for the difference between the fair value of the joint venture’s equity and net assets, and disclosures about the nature and financial impact of the transaction.

2 unchanged sentences

The Company will apply the guidance to any new joint ventures formed after the effective date.

Accounting Standards Recently Adopted

In October 2021, the FASB issued guidance that requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with revenue recognition guidance.

Under current GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value.

The new guidance creates an exception to the general recognition and measurement principles related to business combinations, and is expected to result in the acquirer recognizing contract assets and liabilities at the same amounts recorded by the acquiree.

The new guidance is effective for business combinations occurring during fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.

The Company adopted the new guidance effective January 1, 2023 as required, and will apply the guidance prospectively to business combinations that occur after the adoption date.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

In March 2020 and January 2021, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance is optional and may be elected over time as reference rate reform activities occur.

The time period through which the practical expedients provided in the guidance is available was set to expire on December 31, 2022, but was extended through December 31, 2024 by the FASB in December 2022.

During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index of the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

In February 2023, the Company amended the 2021 Term Loan Facility (as defined below), the ABL Facility (as defined below) and all existing interest rate caps agreements to replace LIBOR with a secured overnight financing rate (“SOFR”) as the benchmark interest rate.

See Note 16 and Note 18 to these consolidated financial statements for further information.

The Company utilized the practical expedients under the guidance with respect to the transition of its debt facilities and interest rate hedging arrangements to SOFR, with no impact to its consolidated financial statements.

Divestitures:

Performance Materials

On December 14, 2020, the Company completed the sale of its Performance Materials business to Potters Buyer, LLC (the “Purchaser”), an affiliate of The Jordan Company, L.P., for a purchase price of $ 650,000 .

The net cash proceeds to the Company from the sale were $ 624,256 after certain customary adjustments for indebtedness, working capital and cash at the closing of the transaction.

The Company classified the proceeds within net cash provided by (used in) investing activities – continuing operations in the consolidated statements of cash flows and used the net proceeds from the sale as well as cash on hand to pay down debt and issue a special cash dividend of $ 1.80 per share to stockholders.

During the year ended December 31, 2021 , the Company incurred transaction costs of $ 2,054 and stock-based compensation expense of $ 1,970 , and an associated tax benefit of $ 988 related to the Performance Materials divestiture, as well as a provision to return benefit of $ 5,429 related to the filing of the 2020 tax returns filed in the fourth quarter of 2021, which is included in loss from discontinued operations, net of tax.

Upon the close of the transaction, the Company entered into a Transition Services Agreement with the Purchaser pursuant to which the Purchaser was receiving certain services to provide for the orderly transition of various functions and processes after the closing of the transaction.

The services under the Transition Services Agreement include information technology, accounting, tax, financial services, human resources, facilities, and other administrative support services.

These services were provided at cost for a period of nine months following the close of the transaction.

The Company billed $ 3,314 under the Transition Services Agreement to the Purchaser during the year ended December 31, 2021.

Those billings are included in selling, general and administrative expenses on the consolidated financial statements.

Additionally, in connection with the transaction, the Company entered into various supply agreements with the Purchaser.

Cash flows associated with these transition services and supply agreements were not material to the Company’s results of operations.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Performance Chemicals

4 unchanged sentences

The net cash proceeds to the Company from the sale were $ 978,449 after certain customary adjustments for indebtedness, working capital and cash at the closing of the transaction.

Prior to the closing of the transaction, the di sposal group was tested for recoverability as of each of the balance sheet dates since meeting the discontinued operations criteria, and the Company recognized an estimated disposal loss of $ 109,584 during the year ended December 31, 2021, which was included in net loss from discontinued operati ons, net of tax on the consolidated statements of income for the respective periods.

During the year ended December 31, 2021, the Company incurred transaction costs of $ 35,402 and stock-based compensation expense of $ 5,691 in connection with the sale, which is included in loss from discontinued operations, net of tax.

The final pre-tax loss on the sale of the Performance Chemicals business was $ 150,230 , which is included in net (loss) income from discontinued operations, net of tax in the Company’s consolidated statements of income for the year ended December 31, 2021 .

The following is a reconciliation of the loss recorded on the sale:

Net proceeds received from the sale of the Performance Chemicals business $ 978,449

Transaction costs ( 35,402 )

Net assets derecognized ( 1,093,277 )

Loss on sale of the Performance Chemicals business $ ( 150,230 )

In connection with the sale of the Performance Chemicals business and the related loss, as noted above, the Company has recognized a tax benefit of $ 37,255 within net loss from discontinued operations, net of tax on the consolidated statement of income for the year ended December 31, 2021.

In March 2022, the Company made a payment to the buyer for $ 3,744 , representing the final adjustments to the sale price.

The Company classified the payment within net cash used in investing activities – continuing operations in the consolidated statements of cash flows.

During the year ended December 31, 2022, the Company recognized $ 3,902 of net income from discontinued operations, net of tax, related to the sale of the Performance Chemicals business for an income tax benefit upon the finalization of the Company’s U.S.

The Company classified this payment within net cash used in investing activities – continuing operations in the consolidated statements of cash flows.

During the year ended December 31, 2022, the Company recognized $ 2,409 of other operating expense, net, $ 6,311 of benefit for income taxes and $ 3,902 of net income from discontinued operations, net of tax.

This related to the sale of the Performance Chemicals business for an income tax benefit upon the finalization of the Company’s U.S.

income tax returns, partially offset by a tax indemnity claim resulting from the transaction.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following table summarizes the results of discontinued operations related to Performance Chemicals for the periods presented:

Sales $ — $ 389,870

Cost of goods sold — 284,220

Selling, general and administrative expenses — 29,856

Goodwill impairment charge — 75,080

Other operating expense, net (1)

Loss on sale of the Performance Chemicals business — 150,230

Operating loss ( 2,409 ) ( 164,281 )

Equity in net income from affiliated companies — ( 111 )

Interest expense, net (2)

Other income, net — ( 6,210 )

Loss from discontinued operations before income tax ( 2,409 ) ( 168,690 )

Benefit for income taxes ( 6,311 ) ( 24,886 )

Loss from discontinued operations, net of tax $ 3,902 $ ( 143,804 )

(1) The Company reclassified transaction costs that were previously recorded to this line item and included those charges in the line item Loss on sale of the Performance Chemicals business during the year ended December 31, 2021 .

(2) Upon the close of the transaction, the Company used a portion of the net proceeds to repay a portion of its outstanding debt amounting to $ 526,363 .

Refer to Note 16 for additional details on the repayment of outstanding debt.

Prior to the Company’s debt refinancing in June 2021, the Company’s outstanding term loan facilities had required refinancing of debt with repayment provisions.

As a result, interest expense has been allocated to discontinued operations on the basis of the Company’s total repayment of $ 526,363 .

Net income attributable to the noncontrolling interest related to the Performance Chemicals business, net of tax was $ 333 for the year ended December 31, 2021.

Net loss attributable to Ecovyst Inc., related to the Performance Chemicals business, net of tax was $( 144,137 ) for the year ended December 31, 2021.

Financing Obligation

8 unchanged sentences

assets’ remaining useful lives.

For the year ended December 31, 2021 , the Company recorded a financing obligation of £ 11,648 (equivalent $ 16,005 ).

The Company recorded a financing obligation of £ 11,648 (equivalent $ 16,005 ) as part of this transaction.

The agreement has an initial term of five years , with an option to renew, as well as an “Option Bill of Sale” which provides for the transfer from the Buyer to the Company of the Catalyst Production Assets upon the Company’s exercise of a one-dollar purchase option.

The table below presents the financing obligation assets and liabilities recognized on the consolidated balance sheet as of December 31, 2024 and 2023:

Classification December 31,

2023 December 31,

Balance Sheet location 2024 2023

Financing obligation Property, plant and equipment, net $ 14,173 $ 19,878

3 unchanged sentences

Total $ 4,858 $ 7,926

Based on the estimated fair market value of the Catalyst Production Assets, the failed sale-leaseback accounting treatment resulted in an allocation of $ 16,005 of the cash proceeds from the sale to cash flows from financing activities in the consolidated statement of cash flows for the year ended December 31, 2021, due to the requirement to treat this portion of the proceeds as though it were the result of a financing obligation.

The agreement has an initial term of five years, with an option to renew, as well as an “Option Bill of Sale” which provides for the transfer from the Buyer to the Company of the Catalyst Production Assets upon the Company’s exercise of a one-dollar purchase option.

Payments made to the Buyer under the contact manufacturing agreement were $ 9,171 , $ 8,416 and $ 7,872 for the years ended December 31, 2024, 2023 and 2022, respectively .

2 unchanged sentences

The remaining lease term is 1.6 years with a weighted average discount rate of 2.86 % as of December 31, 2024.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Maturities of the financing obligation as of December 31, 2024 are as follows:

2 unchanged sentences

(1) Refer to the table above regarding the Company’s classification of financing obligation in the Company’s consolidated balance sheet as of December 31, 2024.

In addition to the contract manufacturing agreement noted above, the Company also entered into certain supply agreements with the Buyer, as well as a Transition Services Agreement, pursuant to which the Buyer was receiving and performing certain services to provide for the orderly transition of various functions and processes after the closing of the transaction.

The services under the Transition Services Agreement include information technology, accounting, tax, financial services, human resources, facilities, and other administrative support services.

These services were provided for a period of six months, which ended in January 2022.

Billings under the Transition Services Agreement to the Buyer during the years ended December 31, 2022 and 2021 were immaterial.

T hose billings are included in selling, general and administrative expenses on the consolidated financial statements for the years ended December 31, 2022 and 2021 .

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

The services under the Transition Services Agreement include information technology, accounting, tax, financial services, human resources, facilities, and other administrative support services.

These services were provided for a period of six months , which ended in January 2022.

Billings under the Transition Services Agreement to the Buyer during the year ended December 31, 2022 were immaterial.

T hose billings are included in selling, general and administrative expenses in the consolidated financial statements for the year ended December 31, 2022 .

Revenue from Contracts with Customers:

12 unchanged sentences

The Company has certain contracts that include multiple performance obligations under which the purchase price for each distinct performance obligation is defined in the contract.

These distinct performance obligations may include stand-ready provisions, which are arrangements to provide a customer assurance that they will have access to output from the Company’s manufacturing facilities, or monthly reservations of capacity fees.

The Company considers stand-ready provisions and reservation of capacity fees to be performance obligations satisfied over time.

Revenues related to stand-ready provisions and reservation of capacity fees are recognized on a ratable basis throughout the contract term and billed to the customer on a monthly basis.

Revenue from product sales are recorded at the sales price, which includes estimates of variable consideration for which reserves are established and which result from discounts, returns or other allowances that are offered within contracts between the Company and its customers.

6 unchanged sentences

(Dollars in thousands, except share and per share amounts)

Contracts between the Company’s Ecoservices segment and its customers are typically evidenced by entering into a MSA which generally has a term in excess of one year.

Though each MSA is unique, the terms may include performance obligations such as stand-ready provisions and minimum purchase requirements.

Contracts between the Company’s Ecoservices segment and its customers are typically evidenced by entering into a MSA which generally has a stated contract term in excess of one year.

Though each MSA is unique, the terms typically stipulate promises that the Company has determined represent one distinct performance obligation, which is to provide a specified quantity of regenerated acid.

MSAs within the Ecoservices segment may contain raw material pricing adjustments which are typically based on a commodity index or Ecoservices’ cost to acquire the commodity.

2 unchanged sentences

The Company accounts for the raw material costs on a prospective basis, as the price changes affect the future consideration of the sale of goods.

Stand-ready provisions within these contracts are billed on a monthly basis, as the performance obligation resets on a monthly basis and does not carry-over to the following month.

Certain of the Company’s Ecoservices MSAs contain minimum purchase requirements that expire within the calendar year.

Certain of the Company’s Ecoservices MSAs contain minimum purchase requirements that expire within the calendar year, creating enforceable rights and obligations during the period of the minimum purchase requirement.

In cases where the MSA contains an enforceable minimum quantity to be purchased by the customer, the Company considers the MSA to be evidence of a contract between the Company and its customer as the MSA creates enforceable right and obligations.

The Company reviews each contract with minimum purchase requirements to determine if the customer will meet the provisions within the current calendar year.

20 unchanged sentences

As such, the Company has elected to utilize the “as-invoiced” practical expedient, which permits the Company to recognize revenue in the amount to which it has a right to invoice the customer, provided that the amount corresponds directly with the value provided by the performance obligation as completed to date.

When the Company performs shipping and handling activities after the transfer of control to the customer (e.g.

when control transfers prior to delivery), they are considered fulfillment activities as opposed to separate performance obligations, and the Company recognizes revenue upon the transfer of control to the customer.

Accordingly, the costs

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

associated with these shipping and handling activities are accrued when the related revenue is recognized under the Company’s policy election.

When the Company performs shipping and handling activities after the transfer of control to the customer (e.g.

Accordingly, the costs associated with these shipping and handling activities are accrued when the related revenue is recognized under the Company’s policy election.

The Company does not utilize sales-based commissions plans, and as a result, the Company does not capitalize any costs which could be considered incremental costs of obtaining a contract.

5 unchanged sentences

Clean fuels, emission control & other • Refining hydrocracking catalysts

• Emission control catalyst supports

• Emission control catalysts

• Catalyst supports used in production of sustainable fuels such as renewable diesel

• Catalyst used in the production of sustainable aviation fuels

• Catalysts used in production of sustainable aviation fuels

• Catalyst activation

1 unchanged sentence

• Ammonium bisulfite solution

Polyethylene, polymers & engineered plastics • Catalysts for high-density polyethylene and chemicals syntheses

Polyethylene, polymers & engineered plastics • Catalysts and catalyst supports for high-density polyethylene and chemicals syntheses

• Antiblock for film packaging

1 unchanged sentence

Regeneration and treatment services • Sulfuric acid regeneration services

• Treatment services

Industrial, mining & automotive • Sulfuric acid for mining

• Sulfur derivatives for industrial production

• Sulfuric derivatives for nylon production

• Hazardous waste treatment services

Industrial, mining & automotive • Virgin sulfuric acid for mining

• Virgin sulfuric derivatives for industrial production

• Virgin sulfuric derivatives for nylon production

AND SUBSIDIARIES

27 unchanged sentences

(1) As described in Note 1 to these consolidated financial statements, the Company experiences seasonal sales fluctuations to customers in the regeneration services product group.

(2) Excludes the Company’s proportionate share of sales from the Zeolyst International and Zeolyst C.V.

joint ventures (collectively, the “Zeolyst Joint Venture”) accounted for using the equity method (see Note 10 to these consolidated financial statements for further information).

(2) The Company does not record its proportionate share of sales from the Zeolyst Joint Venture accounted for using the equity method as revenue and such sales are not consolidated within its results of operations.

See Note 10 to these consolidated financial statements for further information .

AND SUBSIDIARIES

18 unchanged sentences

Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

Fair value on a recurring basis

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

29 unchanged sentences

The credit valuation adjustment is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the Company’s liabilities or that a market participant would be willing to pay for the Company’s assets.

Stockholders' Equity:

Accumulated Other Comprehensive Income (Loss)

The stockholders’ equity footnote disclosures have been revised to correct a presentation error in the components of accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021.

See Note 2 to these consolidated financial statements for further information on the reclassification and correction of errors in historical presentation.

The following table presents the components of accumulated other comprehensive income (loss), net of tax, as of December 31, 2023 and 2022:

Amortization and unrealized gains on pension and postretirement plans, net of tax of $( 4,344 ) and $( 4,078 )

$ 612 $ ( 508 )

Net changes in fair values of derivatives, net of tax of $( 4,385 ) and $( 9,057 )

12,546 24,672

Foreign currency translation adjustments, net of tax of $ 8,177 and $ 8,177

( 14,116 ) ( 18,172 )

Accumulated other comprehensive (loss) income $ ( 958 ) $ 5,992

Fair value on a non-recurring basis

Non-marketable equity securities

The Company’s non-marketable equity securities consist of an investment in a privately-held company without readily determinable market values.

Non-marketable equity securities are accounted for using the measurement alternative, defined as cost less impairment, if any, plus or minus adjustments from observable price changes for identical or similar securities of the same issuer.

Adjustments to fair value or impairments, if any, are recorded in the consolidated statements of income.

On July 24, 2024, the Company paid $ 4,500 for a minority equity investment in Pajarito Powder LLC (“Pajarito”), an innovative materials science company that focuses on supports and catalysts required for the manufacture and operation of electrolyzers and fuel cells.

The investment is recorded in other long-term assets in the consolidated balance sheet and within cash flows from investing activities in the consolidated statements of cash flows.

As of December 31, 2024, the carrying value in Pajarito was $ 4,500 .

There was no remeasurement events or recognized gains or losses for the year ended December 31, 2024.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

Stockholders' Equity:

Accumulated Other Comprehensive Loss

The following table presents the components of AOCI, net of tax, as of December 31, 2024 and 2023:

Amortization and unrealized gains on pension and postretirement plans, net of tax expense of $( 4,628 ) and $( 4,344 ) respectively

$ 1,467 $ 612

Net changes in fair values of derivatives, net of tax expense of $( 3,504 ) and $( 4,385 ) respectively

Foreign currency translation adjustments ( 18,775 ) ( 14,116 )

AOCI $ ( 7,407 ) $ ( 958 )

The following table presents the tax effects of each component of other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022:

Years ended December 31,

2024 2023 2022

9 unchanged sentences

Foreign currency translation ( 4,660 ) — ( 4,660 ) 4,056 — 4,056 ( 9,922 ) — ( 9,922 )

4,056 — 4,056 ( 9,922 ) — ( 9,922 ) ( 9,202 ) 6,954 ( 2,248 )

Other comprehensive (loss) income $ ( 7,046 ) $ 597 $ ( 6,449 ) $ ( 11,870 ) $ 4,920 $ ( 6,950 ) $ 19,718 $ ( 7,934 ) $ 11,784

(1) The income tax benefit included in other comprehensive income for the year ended December 31, 2021 is attributed to the portion of foreign currency translation associated with the Company’s cross-currency interest rate swaps, for which the tax effect was based on the applicable U.S.

deferred income tax rate.

In March 2021, as a result of the Performance Materials and Performance Chemicals divestitures, the Company settled its cross-currency swaps.

The following table presents the changes in accumulated other comprehensive income (loss), net of tax, by component for the years ended December 31, 2023 and 2022:

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following table presents the changes in AOCI, net of tax, by component for the years ended December 31, 2024 and 2023:

Defined benefit

3 unchanged sentences

December 31, 2022 $ ( 508 ) $ 24,672 $ ( 18,172 ) $ 5,992

Other comprehensive income (loss) before reclassifications ( 2,832 ) 23,868 ( 9,922 ) 11,114

Amounts reclassified from accumulated other comprehensive income (1)

Other comprehensive income before reclassifications 1,085 5,031 4,056 10,172

Amounts reclassified from AOCI (1)

35 ( 17,157 ) — ( 17,122 )

2 unchanged sentences

Other comprehensive income (loss) before reclassifications 883 10,254 ( 4,660 ) 6,477

Amounts reclassified from accumulated other comprehensive income (1)

Amounts reclassified from AOCI (1)

( 28 ) ( 12,898 ) — ( 12,926 )

3 unchanged sentences

Amounts in parentheses indicate debits.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following table presents the reclassifications out of accumulated other comprehensive income for the years ended December 31, 2023 and 2022.

Details about Accumulated Other

Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income (1)

Affected Line Item in the

Statements of Income

Amortization of defined benefit and other postretirement plans:

Net prior service credit $ ( 125 ) $ ( 210 ) Other (expense) income (2)

The following table presents the reclassifications out of AOCI for the years ended December 31, 2024 and 2023.

Details about AOCI Components Amount reclassified from AOCI (1)

Affected line item where Income is presented

Years ended December 31,

Amortization of defined benefit and other postretirement items:

Net loss $ 8 $ 59 Other (expense) income (2)

Net prior service cost (credit) 30 ( 125 ) Other (expense) income (2)

38 ( 66 ) Total before tax

31 51 Tax benefit

( 10 ) 31 Tax benefit (expense)

$ 28 $ ( 35 ) Net of tax

1 unchanged sentence

Interest rate caps $ 17,197 $ 22,731 Interest expense

( 5,574 ) 169 Tax benefit (expense)

( 4,299 ) ( 5,574 ) Tax expense

12,898 17,157 Net of tax

1 unchanged sentence

(1) Amounts in parentheses indicate debits to profit/loss.

(2) These accumulated other comprehensive income (loss) components are components of net periodic pension and other postretirement cost (see Note 20 to these consolidated financial statements for further information).

(2) These AOCI components are components of net periodic pension and other postretirement cost.

See Note 20 to these consolidated financial statements for additional details.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Treasury Stock Repurchases

2022 Stock Repurchase Program

On March 12, 2020, the Company’s Board of Directors (the “Board”) approved a plan to purchase up to $ 50,000 of the Company’s common stock under a stock repurchase program approved by the Board.

Under the plan, the Company could repurchase shares from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws.

The Company determined the timing and the amount of any repurchases based on its evaluation of market conditions, share price and other factors.

The stock repurchase program expired in March 2022, with no repurchases made in 2022 through the expiration of the program, no r during the year ended December 31, 2021.

2022 Stock Repurchase Program

On April 27, 2022, the Board approved a stock repurchase program that authorized the Company to purchase up to $ 450,000 of the Company’s common stock over the four-year period from the date of approval.

Under the plan, the Company is permitted to repurchase shares from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws, with the Company determining the timing and the amount of any repurchases based on its evaluation of market conditions, share price and other factors.

Under the plan, the Company is permitted to repurchase shares from time to time for cash in open market transactions or in privately negotiated transactions with an equity sponsor in accordance with applicable federal securities laws, with the Company determining the timing and the amount of any repurchases based on its evaluation of market conditions, share price and other factors.

During the year ended December 31, 2024, the Company repurchased 552,081 shares on the open market at an average price of $ 9.05 per share, for a total of $ 4,998 , excluding brokerage commissions and accrued excise tax.

Additionally, in connection with secondary offerings of the Company’s common stock in March and May 2023, the Company repurchased 7,000,000 shares of its common stock sold in the offerings from the underwriters at a weighted average price of $ 10.48 per share concurrently with the closing of the offerings, for a total of $ 73,373 , excluding accrued excise tax.

As of December 31, 2023, $ 234,592 was available for additional share repurchases under the program.

As of December 31, 2024, $ 229,594 was available for share repurchases under the program.

During the year ended December 31, 2024, t he Company did not need to accrue excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 19 to these consolidated financial statements).

During the year ended December 31, 2023, the Company repurchased 541,494 shares on the open market at an average price of $ 9.85 per share, for a total of $ 5,333 , excluding brokerage commissions and accrued excise tax.

Additionally, in connection with secondary offerings of the Company’s common stock by an equity sponsor in March and May 2023, the Company repurchased 7,000,000 shares of its common stock sold in the offerings from the underwriters at a weighted average price of $ 10.48 per share concurrently with the closing of the offerings, for a total of $ 73,373 , excluding accrued excise tax.

During the year ended December 31, 2023, the Company accrued excise tax of $ 638 related to these repurchases, net of shares issued under the Company’s equity incentive program.

This amount is included in accrued liabilities in the consolidated balance sheet and is treated by the Company as a cost of the treasury stock transactions in equity.

Tax Withholdings on Equity Award Vesting

In connection with the vesting of restricted stock awards (“RSA” or “RSAs”), restricted stock units (“RSU” or “RSUs”) and performance stock units (“PSU” or “PSUs”), shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders.

These transactions, when they occur, are accounted for as stock repurchases by the Company, with the shares returned to treasury stock at a cost representing the payment by the Company of the tax obligations on behalf of the employees in lieu of shares for the vesting event.

There were 128,801 and 315,635 shares delivered to the Company to cover tax payments for the years ended December 31, 2024 and 2023 , respectively and the fair value of those shares withheld were $ 1,218 and $ 3,372 for the years ended December 31, 2024 and 2023 , respectively.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

The Company accrued excise tax of $ 638 related to these repurchases, net of shares issued under the Company’s equity incentive program during the year ended December 31, 2023 (see Note 19 to these consolidated financial statements for further information).

This amount is included in accrued liabilities in the consolidated balance sheet and is treated by the Company as a cost of the treasury stock transactions in equity.

During the year ended December 31, 2022, the Company repurchased 1,970,763 shares on the open market at an average price of $ 9.82 per share, for a total of $ 19,356 , excluding brokerage commissions.

Additionally, in connection with secondary offerings of the Company’s common stock in August and November 2022, the Company repurchased 14,500,000 shares of its common stock sold in the offerings from underwriters at a weighted average price of $ 8.09 per share concurrently with the closing of the offerings, for a total of $ 117,346 .

Tax Withholdings on Equity Award Vesting

In connection with the vesting of restricted stock awards, restricted stock units and performance stock units, shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders.

There were 315,635 and 32,058 shares delivered to the Company to cover tax payments for the year ended December 31, 2023 and2022 , respectively and the fair value of those shares withheld to cover tax payments were $ 3,372 and $ 332 for the years ended December 31, 2023 and 2022 , respectively.

Dividends Paid

On August 4, 2021, the Company’s Board declared a special cash dividend of $ 3.20 per share, using after tax cash proceeds from the sale of the Performance Chemicals business.

The dividend was paid on August 23, 2021 to the Company’s stockholders of record at the close of business on August 12, 2021.

See Note 4 of these consolidated financial statements for f urther information.

Other Operating Expense, Net:

A summary of other operating expense, net is as follows:

Years ended December 31,

2024 2023 2022

4 unchanged sentences

Net loss on asset disposals 2,351 4,137 3,594

Intangible asset impairment charge (Note 14) 3,900 — —

Other, net 1,333 1,789 2,201

$ 22,100 $ 34,911 $ 24,273

Total operating expense, net $ 19,552 $ 22,100 $ 34,911

(1) During the year ended December 31, 2022, the Company’s results were impacted by costs associated with severance charges for certain former executives and employees.

The severance charges were not related to a specific restructuring plan of the Company, but rather were incurred primarily in connection with the leadership transition in April 2022 and the retirement of several executives.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Inventories, Net:

2 unchanged sentences

Raw materials 3,002 3,457

$ 45,115 $ 44,362

Total inventory, net $ 57,126 $ 45,115

Valued at lower of cost or market:

2 unchanged sentences

FIFO or average cost basis 25,476 20,300

$ 45,115 $ 44,362

The domestic inventory acquired as part of a previous business combination is valued based on the LIFO method.

Total inventory, net $ 57,126 $ 45,115

The domestic inventory acquired as a result of the combination of the businesses of PQ Holdings Inc.

and Eco Services Operations LLC in May 2016 (“the 2016 business combination”) is valued based on the LIFO method.

Therefore, the fair value allocated to the acquired LIFO inventory was treated as the new base inventory value.

If inventories valued under the LIFO basis had been valued using the FIFO method, inventories would have been $ 5,700 and $ 3,529 lower than reported as of December 31, 2024 and 2023, respectively, driven primarily by the purchase accounting fair value step-up of the LIFO inventory base value associated with the 2016 business combination.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Investments in Affiliated Companies:

9 unchanged sentences

Noncurrent liabilities 5,649 5,797

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

2024 2023 2022

5 unchanged sentences

the Company’s share of the net assets and net income of affiliates is calculated based on the percent ownership specified in the table above.

The Company’s investments in affiliated companies balance as of December 31, 2023 and 2022 includes net purchase accounting fair value adjustments of $ 224,614 and $ 231,017 , respectively, related to a prior business combination, consisting primarily of goodwill and intangible assets such as customer relationships, technical know-how and trade names.

The Company’s investments in affiliated companies balance as of December 31, 2024 and 2023 includes net purchase accounting fair value adjustments of $ 155,138 and $ 224,614 , respectively, related to the 2016 business combination consisting primarily of goodwill and intangible assets such as customer relationships, technical know-how and trade names.

Consolidated equity in net income from affiliates is net of $ 3,761 , $ 6,403 and $ 6,402 of amortization expense related to purchase accounting fair value adjustments for the years ended December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2024, the Company recognized a $ 65,000 other than temporary impairment charge on its investment in the Zeolyst Joint Venture to reduce the carrying value of the Company’s investment to its estimated fair value.

This impairment was an adjustment to the goodwill and trade name components of the purchase accounting fair value adjustments recorded as a result of the 2016 business combination.

The Company had receivables due from affiliates of $ 2,794 and $ 3,231 as of December 31, 2024 and 2023, respectively, which were included in prepaid and other current assets in the consolidated balance sheets.

The Company had payables from affiliates of $ 929 and $ 1,351 as of December 31, 2024 and 2023, which were included in accrued liabilities in the consolidated balance sheets.

Receivables and payables due from affiliates are generally non-trade.

Sales to affiliates were $ 3,811 , $ 2,457 and $ 5,915 for the years ended December 31, 2024, 2023 and 2022, respectively.

There were no purchases from affiliates during the years ended December 31, 2024 and 2022, respectively and $ 236 for the year ended December 31, 2023.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The Advanced Materials & Catalysts segment includes equity in net income from Zeolyst International and Zeolyst C.V.

(collectively, the “Zeolyst Joint Venture”), each of which are 50/50 joint ventures with CRI Zeolites Inc.

(a wholly-owned subsidiary of Royal Dutch Shell).

The Zeolyst Joint Venture is accounted for using the equity method in the Company’s consolidated financial statements.

The Company’s management evaluates the Advanced Materials & Catalysts segment’s performance, including the Zeolyst Joint Venture, on a proportionate consolidation basis.

The Company’s equity in net income from affiliated companies in the consolidated results includes amortization expense related to purchase accounting fair value adjustments associated with the Zeolyst Joint Venture as a result of the 2016 business combination.

The Company’s consolidated results include equity in net income from affiliated companies of $ 15,112 , $ 30,624 and $ 27,725 for the years ended December 31, 2024, 2023 and 2022, respectively.

This represents the primary component of equity in net income in the Advanced Materials & Catalysts segment from the Zeolyst Joint Venture.

During the year ended December 31, 2024, the Company recognized an other than temporary impairment charge of $ 65,000 on its investment in the Zeolyst Joint Venture, specifically related to our investment in Zeolyst International, to reduce the carrying value of the Company’s investment to its estimated fair value.

This impairment was a partial reduction to the goodwill and trade name components of the purchase accounting fair value adjustments recorded as a result of the 2016 business combination.

The Company estimated the fair value of the investment using a combination of an income and market value approach, using level 3 inputs.

The Company estimated market approach fair value using publicly traded comparable company values and applied a control premium and the selected market multiples to the investee’s trailing twelve months Adjusted EBITDA.

The Company estimated income-based fair value using the discounted cash flow approach.

This approach requires the use of significant assumptions about future cash flows and is based on management’s assessment of a number of factors.

The key assumptions include revenue growth rates, operating margin growth rates, the perpetual growth rate, selling, general and administrative expenses growth rates and the weighted average cost of capital, as well as the investee’s recent performance and its ability to execute on planned future strategic initiatives.

Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows.

The fair value declined primarily due to the demand outlook for catalyst materials used in emission control applications and the production of sustainable fuels, which has resulted in revised projections of future operating results.

The following table summarizes the activity related to the Company’s investments in affiliated companies balance on the consolidated balance sheets:

3 unchanged sentences

Dividends received ( 38,000 ) ( 28,000 )

Impairment of investment in affiliated companies ( 65,000 ) —

Foreign currency translation adjustments ( 3,002 ) 1,561

Balance at end of period $ 349,308 $ 440,198

The Company had receivables due from affiliates of $ 3,231 and $ 3,861 as of December 31, 2023 and 2022, respectively, which are included in prepaid and other current assets.

The Company had payables from affiliates of $ 1,351 and $ 322 as of December 31, 2023 and 2022, respectively, which is included in accrued liabilities.

Receivables and payables due from affiliates are generally non-trade.

Sales to affiliates were $ 2,457 , $ 5,915 and $ 3,643 for the years ended December 31, 2023, 2022 and 2021, respectively.

Purchases from affiliates were immaterial during the years ended December 31, 2023, 2022 and 2021.

On December 18, 2013, the Company and its joint venture, Zeolyst International, entered into a ten year real estate tax abatement agreement with the Unified Government of Wyandotte County in Kansas City, Kansas.

The agreement utilizes an Industrial Revenue Bond (“IRB”) financing structure to achieve a 75 % real estate tax abatement on the value of the improvements that were constructed during the expansion of the Company and Zeolyst International’s facilities at the jointly-operated Kansas City, Kansas plant.

A similar tax abatement agreement has been executed on an annual basis since December 18, 2013 with respect to additional plant expansions during those years.

During the year ended December 31, 2019, the original IRB financing structure from December 2013 was exhausted.

In order to fund future plant expansions, the Company entered into an additional IRB financing structure on December 19, 2019 with similar terms and conditions, which also provides for 75 % real estate tax abatement on the value of future improvements.

The financing obligations and the industrial bonds receivable have been presented net, as the financing obligations and the industrial bonds meet the criteria for right of set off conditions under GAAP.

In December 2013 and annually thereafter, the Company and its joint venture, Zeolyst International, entered into ten year real estate tax abatement agreements with the Unified Government of Wyandotte County in Kansas City, Kansas (the “Unified Government”).

The agreements utilize an Industrial Revenue Bond (“IRB,” “IRBs”) financing structure to achieve a 75 % real estate tax abatement on the value of the improvements that were constructed during the expansion of the then-current fiscal year to the Company and Zeolyst International’s facilities at the jointly-operated Kansas City, Kansas plant.

The IRB financing structure requires the Company to lease its rights to the facility improvements to the Unified Government, which leases the improvements back to the Company.

The Company’s rental payments under the sub-leases of the improvements are equal to the amount of the interest payable on the IRBs that the Unified Government sells to the Company.

The Company’s sublease payment obligations and the IRB interest payment receivables have been

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

presented net, as the sublease rental payment obligations and the IRB interest payment receivables meet the criteria for right of set off conditions under GAAP.

Property, Plant and Equipment:

4 unchanged sentences

Construction in progress 40,868 42,000

1,044,202 986,313

Property, plant and equipment, gross 1,105,230 1,044,202

accumulated depreciation ( 535,955 ) ( 467,298 )

$ 576,904 $ 584,889

Total property, plant and equipment, net $ 569,275 $ 576,904

Depreciation expense was $ 75,282 , $ 70,551 and $ 65,121 for the years ended December 31, 2024, 2023 and 2022, respectively.

3 unchanged sentences

The table below presents the operating and finance leases right-of-use assets and liabilities recognized on the consolidated balance sheet as of December 31, 2024 and 2023:

Classification December 31,

2023 December 31,

Balance Sheet location 2024 2023

Operating lease Right-of-use lease assets $ 33,558 $ 24,281

10 unchanged sentences

The Company’s weighted average remaining lease term and weighted average discount rate for operating and financing leases as of December 31, 2024 and 2023 are as follows:

2023 December 31,

Weighted average remaining lease term (in years):

8 unchanged sentences

2025 $ 10,979 $ 23

2025 6,916 23

Thereafter 4,595 —

5 unchanged sentences

The following table presents other information related to the Company’s operating and finance leases and the impact on the Company’s consolidated statement of cash flows:

Years ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

12 unchanged sentences

The Company’s two reportable segments are as follows:

(1) Ecoservices provides sulfuric acid recycling to the North American refining industry for the production of alkylate and provides on-purpose virgin sulfuric acid for water treatment, mining, and industrial applications;

and (2) Advanced Materials & Catalysts serves the polymers and engineered plastics and the global refining, petrochemical and emissions control industries.

The Advanced Materials & Catalysts segment includes equity in net income from Zeolyst International and Zeolyst C.V.

(collectively, the “Zeolyst Joint Venture”), each of which are 50/50 joint ventures with CRI Zeolites Inc.

(a wholly-owned subsidiary of Royal Dutch Shell).

The Zeolyst Joint Venture is accounted for using the equity method in the Company’s consolidated financial statements (see Note 10 to these consolidated financial statements for further information).

Company management evaluates the Advanced Materials & Catalysts segment’s performance, including the Zeolyst Joint Venture, on a proportionate consolidation basis.

Accordingly, the revenues and expenses used to compute the Advanced Materials & Catalysts segment’s adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) include the Zeolyst Joint Venture’s results of operations on a proportionate basis based on the Company’s 50% ownership level.

Since the Company uses the equity method of accounting for the Zeolyst Joint Venture, these items are eliminated when reconciling to the Company’s consolidated results of operations.

The Company’s management evaluates the operating results of each reportable segment based upon Adjusted EBITDA.

Adjusted EBITDA consists of EBITDA, which is a measure defined as net income before interest, income taxes, depreciation and amortization (each of which is included in the Company’s consolidated statements of income), and adjusted for certain items as discussed below.

Corporate overhead costs are not included in segment results as they relate to corporate-based responsibilities and decisions and are not included in the internal measures of segment operating performance used by the Company to measure the underlying performance of the operating segments.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Summarized financial information for the Company’s reportable segments is shown in the following table:

(1) Ecoservices, which provides sulfuric acid recycling to the North American refining industry for the production of alkylate and provides on-purpose virgin sulfuric acid for water treatment, mining and industrial applications;

and (2) Advanced Materials & Catalysts, which serves the polymers and engineered plastics and the global refining, petrochemical and emissions control industries.

The following table summarizes sales for the Company’s reportable segments:

Years ended December 31,

2024 2023 2022

3 unchanged sentences

Total $ 704,493 $ 691,118 $ 820,159

(1) The Company does not record its proportionate share of sales from the Zeolyst Joint Venture accounted for using the equity method as revenue and such sales are not consolidated within its results of operations.

See Note 10 to these consolidated financial statements for further information.

The Company’s proportionate share of sales from the Zeolyst Joint Venture is $ 116,539 , $ 156,481 and $ 132,588 for the years ended December 31, 2024, 2023 and 2022, respectively.

Adjusted EBITDA

The Company’s management evaluates the operating results of each reportable segment based upon adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”).

The Company defines Adjusted EBITDA as EBITDA, which is a measure defined as net income before interest, income taxes, depreciation and amortization (each of which is included in the Company’s consolidated statements of income), adjusted for certain items as noted in the reconciliations below.

Adjusted EBITDA should not be considered as an alternative to net income or as an indicator of the Company’s operating performance.

Adjusted EBITDA, as defined by the Company, may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.

For each reportable segment, the CODM uses segment Adjusted EBITDA to allocate resources (including employees, property and financial or capital resources) for each segment primarily in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments.

The CODM also uses segment Adjusted EBITDA to evaluate the return on assets of each segment in connection with performance evaluation and to inform the compensation for certain employees.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following table summarizes Adjusted EBITDA for the Company’s reportable segments:

Years ended December 31,

2024 2023 2022

Adjusted EBITDA:

Ecoservices $ 200,287 $ 199,966 $ 227,760

2 unchanged sentences

Adjusted EBITDA from reportable segments $ 265,015 $ 281,858 $ 305,738

(1) Excludes the Company’s proportionate share of sales from the Zeolyst Joint Venture accounted for using the equity method.

The proportionate share of sales excluded is $ 156,481 , $ 132,588 and $ 131,332 for the years ended December 31, 2023, 2022 and 2021, respectively.

(2) The Company defines Adjusted EBITDA as EBITDA adjusted for certain items as noted in the reconciliation below.

Management evaluates the performance of its segments and allocates resources based on several factors, of which the primary measure is Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to net income as an indicator of the Company’s operating performance.

Adjusted EBITDA as defined by the Company may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.

(3) The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment is $ 50,490 for the year ended December 31, 2023, which includes $ 30,695 of equity in net income plus $ 6,403 of amortization of investment in affiliate step-up plus $ 13,392 of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment is $ 50,331 for the year ended December 31, 2022, which includes $ 27,931 of equity in net income plus $ 6,403 of amortization of investment in affiliate step-up plus $ 15,997 of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment is $ 49,872 for the year ended December 31, 2021, which includes $ 27,827 of equity in net income plus $ 6,480 of amortization of investment in affiliate step-up plus $ 15,565 of joint venture depreciation, amortization and interest.

(1) The Adjusted EBITDA for the Company’s Advanced Materials & Catalysts segment reflects the Company’s 50 % portion of the earnings from the Zeolyst Joint Venture that have been recorded as equity in net income in its consolidated statements of income and includes Zeolyst Joint Venture adjustments on a proportionate basis based on the Company’s 50 % ownership interest.

For the year ended December 31, 2024, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 32,212 , which includes $ 15,112 of equity in net income plus $ 3,761 of amortization of investment in affiliate step-up and $ 13,339 of joint venture depreciation, amortization and interest.

For the year ended December 31, 2023, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 50,490 , which includes $ 30,695 of equity in net income plus $ 6,403 of amortization of investment in affiliate step-up and $ 13,392 of joint venture depreciation, amortization and interest.

For the year ended December 31, 2022, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 50,331 , which includes $ 27,931 of equity in net income plus $ 6,403 of amortization of investment in affiliate step-up and $ 15,997 of joint venture depreciation, amortization and interest.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

A reconciliation of income from continuing operations before income taxes to Adjusted EBITDA from reportable segments is as follows:

The following tables reconcile sales to Adjusted EBITDA from reportable segments:

Year ended December 31, 2024

Ecoservices Advanced Materials & Catalysts Total

$ 598,295 $ 106,198

Reconciliation of income from continuing operations before income taxes to Adjusted EBITDA from reportable segments

Income from continuing operations before income taxes $ 81,939 $ 94,735 $ 13,941

Cost of goods sold 373,839 58,752

Selling, general and administrative expenses 25,636 14,354

Other segment items (4)

( 1,467 ) 576

Adjusted EBITDA from the Zeolyst Joint Venture — 32,212

Adjusted EBITDA from reportable segments $ 200,287 $ 64,728 $ 265,015

Year ended December 31, 2023

Ecoservices Advanced Materials & Catalysts Total

$ 584,845 $ 106,273

Cost of goods sold 361,958 60,035

Selling, general and administrative expenses 23,615 14,255

Other segment items (4)

Adjusted EBITDA from the Zeolyst Joint Venture — 50,490

Adjusted EBITDA from reportable segments $ 199,966 $ 81,892 $ 281,858

Year ended December 31, 2022

Ecoservices Advanced Materials & Catalysts Total

$ 702,472 $ 117,687

Cost of goods sold 454,602 77,933

Selling, general and administrative expenses 20,713 12,428

Other segment items (4)

( 603 ) ( 321 )

Adjusted EBITDA from the Zeolyst Joint Venture — 50,331

Adjusted EBITDA from reportable segments $ 227,760 $ 77,978 $ 305,738

See Note 10 to these consolidated financial statements for further information.

The Company’s proportionate share of sales from the Zeolyst Joint Venture is $ 116,539 , $ 156,481 and $ 132,588 for the years ended December 31, 2024, 2023 and 2022, respectively.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

All lines exclude depreciation, amortization and other items as noted in the reconciliation below.

(4) Other segment items include other operating (income) expense, foreign currency exchange (gains) losses and other (income) expense.

Other income primarily relates to sale of environmental credits.

The following table reconciles Adjusted EBITDA from reportable segments to income from continuing operations before income taxes:

Years ended December 31,

2024 2023 2022

Adjusted EBITDA from reportable segments $ 265,015 $ 281,858 $ 305,738

Interest expense, net 49,426 44,730 37,217

3 unchanged sentences

Amortization of investment in affiliate step-up 3,761 6,403 6,402

Impairment of investment in affiliated companies 65,000 — —

Intangible asset impairment charge 3,900 — —

Debt extinguishment costs 4,560 — —

Net loss on asset disposals 2,351 4,137 3,594

Foreign currency exchange loss (gain) ( 1,340 ) 1,388 4,716

LIFO benefit 3,473 ( 165 ) ( 1,931 )

Foreign currency exchange (gain) loss ( 182 ) ( 1,340 ) 1,388

LIFO (benefit) expense ( 2,171 ) 3,473 ( 165 )

Transaction and other related costs 428 2,954 6,988

2 unchanged sentences

Other ( 1,511 ) 896 ( 821 )

Adjusted EBITDA from reportable segments $ 281,858 $ 305,738 $ 265,700

The Company’s consolidated results include equity in net income from affiliated companies of $ 30,624 , $ 27,725 and $ 27,737 for the years ended December 31, 2023, 2022, and 2021, respectively.

This is primarily comprised of equity in net income of $ 30,695 , $ 27,931 and $ 27,827 in the Advanced Materials & Catalysts segment from the Zeolyst Joint Venture for the years ended December 31, 2023, 2022 and 2021, respectively.

Capital expenditures for the Company’s reportable segments are shown in the following table:

(Loss) income before income taxes $ ( 5,022 ) $ 81,939 $ 94,735

Capital Expenditures

The following table shows capital expenditures for the Company’s reportable segments:

Years ended December 31,

2024 2023 2022

3 unchanged sentences

14,712 8,441 8,194

Corporate (2)

( 448 ) 3,189 2,906

1 unchanged sentence

(1) Excludes the Company’s proportionate share of capital expenditures from the Zeolyst Joint Venture.

(2) Includes corporate capital expenditures, the cash impact from changes in capital expenditures in accounts payable and capitalized interest.

(2) Includes the cash impact from changes in capital expenditures in accounts payable and capitalized interest.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

Total assets by segment are not disclosed by the Company because the information is not prepared or used by the CODM to assess performance and to allocate resources.

Sales by Geography

Sales by geographic area are presented in the following table.

Sales are attributed to countries based upon location of products shipped.

Years ended December 31,

2024 2023 2022

3 unchanged sentences

(1) Except for the United States, no sales in an individual country exceeded 10% of the Company’s total sales.

The Company sold products through its Ecoservices and Advanced Materials & Catalysts segments to single customer, which accounted for 13.2 %, 12.3 % and 12.6 % of the Company’s total sales as of December 31, 2023, 2022, and 2021 respectively.

Sales by Customers

The Company sold products through its Ecoservices and Advanced Materials & Catalysts segments to two customers having 10% or more of total net sales.

Customer A accounted for 13.6 %, 13.2 % and 12.3 % of the Company’s total net sales for the years ended December 31, 2024, 2023 and 2022, respectively.

Customer B accounted for 11.1 % of total net sales for the year ended December 31, 2024 and was less than 10% for the years ended December 31, 2023 and 2022, respectively.

Long-lived Assets by Geography

Long-lived assets by geographic area is presented in the following table.

4 unchanged sentences

Total $ 602,833 $ 601,185

Total assets by segment are not disclosed by the Company because the information is not prepared or used by the CODM to assess performance or to allocate resources.

AND SUBSIDIARIES

5 unchanged sentences

Balance as of December 31, 2022 $ 326,589 $ 76,574 $ 403,163

Goodwill adjustments (1)

( 81 ) — ( 81 )

Foreign exchange impact — 1,307 1,307

2 unchanged sentences

Balance as of December 31, 2024 $ 326,589 $ 77,513 $ 404,102

(1) During the year ended December 31, 2022, the Company recorded an adjustment of $ 81 between goodwill and deferred tax liabilities related to the final tax purchase price allocation for the Chem32 LLC acquisition.

The Company completed its annual goodwill impairment assessments as of October 1, 2023 and 2022.

The Company completed its annual goodwill impairment test as of October 1, 2024 and 2023.

For the annual assessments, the Company bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test for each of its reporting units.

1 unchanged sentence

For each of the October 1, 2024 and 2023 assessments, the Company identified two reporting units, which align with the Company’s operating segments.

The Company determined the fair value of its reporting units using a split between a market approach and an income, or discounted cash flow, approach.

The Company determined the fair value of its reporting units using both a market approach and an income, or discounted cash flow, approach.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

5 unchanged sentences

As of October 1, 2024, the fair values of each of the Company’s reporting units exceeded their respective carrying values and therefore, no goodwill impairment exists for the year ended December 31, 2024.

Although the estimated fair value of the Advanced Materials & Catalysts reporting unit exceeded its carrying value by approximately 15 %, the Company has experienced unfavorable effects on current operations resulting from certain macroeconomic and industry factors in specific end uses during the year ended December 31, 2024.

Prolonged unfavorable effects could adversely impact the estimated fair value of the Advanced Materials & Catalysts reporting unit in future periods and may result in impairment charges.

In addition to the annual goodwill impairment assessment, the Company also performed the annual impairment test over its other indefinite-lived intangible assets as of October 1, 2024 and 2023.

The fair values of the Company’s indefinite-lived trade names and trademarks were in excess of their carrying amounts as of the respective testing dates, and as such, there was no further impairment of the Company’s indefinite-lived intangible assets for the years ended December 31, 2023 and 2022.

As part of the October 1, 2024 test, the Company recognized an impairment charge of $ 3,900 related to the Advanced Materials & Catalysts in-process research and development (“IPR&D”) intangible asset upon the conclusion that the associated project could no longer support the valuation due to extended time to commercialization and reductions in associated forecasted revenues.

The fair values of the Company’s indefinite-lived trade names were in excess of their carrying amounts as of the respective testing dates, and as such, there was no further impairment of the Company’s indefinite-lived intangible assets for the years ended December 31, 2024 and 2023.

AND SUBSIDIARIES

4 unchanged sentences

Amount Accumulated

Amortization Net

Amortization Impairment Charge Net

Balance Gross

8 unchanged sentences

Indefinite-lived trade names 25,307 — — 25,307 25,367 — 25,367

In-process research and development 3,900 — 3,900 3,900 — 3,900

IPR&D 3,900 — ( 3,900 ) — 3,900 — 3,900

Total intangible assets $ 225,042 $ ( 122,729 ) $ ( 3,900 ) $ 98,413 $ 225,350 $ ( 108,800 ) $ 116,550

The Company amortizes technical know-how over periods that range from ten years to twenty years , customer relationships over periods that range from ten years to fifteen years , non-compete agreements over five years , trademarks over fifteen years , and trade names over ten years .

In-process research and development intangible assets are considered indefinite-lived until such time as the associated projects are completed, at which time amortization commences on the assets, or abandoned, which results in the impairment of the assets.

IPR&D intangible assets are considered indefinite-lived until such time as the associated projects are completed, at which time amortization commences on the assets, or abandoned, which results in the impairment of the assets.

Amortization expense related to technical know-how is included in cost of goods sold in the consolidated statements of income and was $ 3,495 , $ 3,482 and $ 3,480 for the years ended December 31, 2024, 2023 and 2022, respectively.

12 unchanged sentences

Property tax 2,039 3,657

Environmental reserves (Note 23) 783 434

Income taxes 2,094 7,708

1 unchanged sentence

Dividends payable — 641

Derivative liabilities 235 —

Other 12,265 17,614

$ 61,693 $ 72,229

Total accrued liabilities $ 53,201 $ 61,693

Long-term Debt:

The summary of long-term debt is as follows:

Senior Secured Term Loan Facility due June 2028 (the "2021 Term Loan Facility") $ 877,500 $ 886,500

2024 Term Loan Facility $ 870,817 $ 877,500

ABL Facility — —

5 unchanged sentences

Total long-term debt, excluding current portion $ 852,099 $ 858,946

Term Loan Facility

On June 9, 2021, PQ Corp and Ecovyst Catalyst Technologies LLC (“Ecovyst LLC” and, following the closing of the sale of the Performance Chemicals business, the “Borrower”), an indirect, wholly owned subsidiary of the Company, entered into an agreement (the “2021 Credit Agreement”) for the 2021 Term Loan Facility in an aggregate principal amount of $ 900,000 with an original issue discount of 0.25 % and interest at a floating rate of LIBOR (with a 0.50 % minimum LIBOR floor) plus 2.75 % per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50 %).

The 2021 Term Loan Facility required scheduled quarterly amortization payments, each equal to 0.25 % of the original principal amount of the loans under the 2021 Term Loan Facility.

The proceeds of the 2021 Term Loan Facility were used to pay in full the senior secured term loan facility we entered into an agreement in 2020, partially pay the senior secured term loan facility the Company entered into an agreement in 2018 and pay the associated fees and expenses.

On February 9, 2023, the Company amended the 2021 Term Loan Facility to replace LIBOR with a Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate.

Following this amendment, the 2021 Term Loan Facility bear interest at an adjusted SOFR rate (with a 0.50 % minimum floor) plus 2.75 % per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50 %).

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

On June 12, 2024, the Company amended the 2021 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.25 % per annum from a maximum of adjusted term SOFR plus 2.75 % per annum, (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.25 % per annum from a maximum of the alternate base rate plus 1.75 % per annum and (c) extend the maturity date of all outstanding term loans to June 12, 2031 (the amended term loans, the “2024 Term Loan Facility”).

As a result of the amendment, there is no longer a credit spread adjustment of 10 basis points.

On January 30, 2025, the Company amended the 2024 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.00 % per annum from a maximum of term SOFR plus 2.25 % per annum and (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.00 % per annum from a maximum of the alternate base rate plus 1.25 % per annum.

The interest rate on the 2024 Term Loan Facility was 6.84 % as of December 31, 2024.

The 2024 Term Loan Facility is guaranteed by Ecovyst Catalyst Technologies LLC and Ecoservices Operations Corp, as well as other material U.S.

subsidiaries of the Company.

The obligations under the 2024 Term Facility are secured (i) by a first-priority security interest in, among other things, a pledge of substantially all of the Borrower’s and the guarantors’ assets (other than collateral securing the ABL Facility on a first-priority basis) and (ii) by a second-priority security interest in receivables, inventory, deposit accounts and other collateral of the Borrower and the U.S.

subsidiary guarantors securing the ABL Facility.

The Company may at any time voluntarily prepay loans under the 2024 Term Loan Facility in whole or in part without premium or penalty (other than a premium that would be payable in the event of a repricing of the 2024 Term Loan Facility occurring on or prior to July 30, 2025).

Debt extinguishment costs resulting from Term Loan amendments

In June 2024, the Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was primarily a modification of debt.

As a result, the Company recorded $ 4,471 of third-party financing costs as debt extinguishment costs in the consolidated income statement for the year ended December 31, 2024 and capitalized $ 2,183 of original issued discount within long-term debt, excluding current portion on the consolidated balance sheets as of December 31, 2024.

In addition, previous unamortized deferred financing costs of $ 30 and original issue discount of $ 59 associated with the previously outstanding debt were written off as debt extinguishment costs for the year ended December 31, 2024.

In January 2025, the Company re-priced the 2024 Term Loan Facility to reduce the applicable interest rate.

The terms of the facility were substantially consistent following the re-pricing, except that borrowings under the facility will bear interest at a rate equal to term SOFR plus 2.00 % per annum.

On May 4, 2016, PQ Corporation (“PQ Corp”), an indirect, wholly owned subsidiary of the Company prior to the closing of the sale of the Performance Chemical business entered into a $ 200,000 senior secured asset-based revolving credit facility (the “ABL Facility”), which provided for $ 200,000 revolving credit commitments.

3 unchanged sentences

In addition, there was an annual commitment fee equal to 0.375 %, with a step-down to 0.25 % based on average usage of the revolving credit borrowings available

Following the amendment, the borrowings under the amended ABL Facility bore interest at a rate equal to the LIBOR rate or the base rate plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

Following the amendment, the borrowings under the amended ABL Facility bear interest at a rate equal to the LIBOR rate or the base rate plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

AND SUBSIDIARIES

5 unchanged sentences

On February 17, 2023, the Company amended the ABL Facility to replace LIBOR with SOFR as the benchmark interest rate.

Following this amendment, the borrowings under the ABL Facility bear interest at a rate equal to an adjusted term SOFR rate or the base rate, which includes a credit spread adjustment of 10 basis points, plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

Following this amendment, the borrowings under the ABL Facility bears interest at a rate equal to an adjusted term SOFR, which includes a credit spread adjustment of 10 basis points or the base rate plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

The interest rate on the ABL Facility was 7.75 % as of December 31, 2024.

13 unchanged sentences

The Company was in compliance with all debt covenants as of December 31, 2024 and 2023, respectively.

2021 Term Loan Facility

The 2021 Term Loan Facility requires scheduled quarterly amortization payments, each equal to 0.25 % of the original principal amount of the loans under the 2021 Term Loan Facility.

The proceeds of the 2021 Term Loan Facility were used to pay in full the 2020 Term Loan Facility, partially pay the 2018 Term Loan Facility and pay the associated fees and expenses.

On February 9, 2023, the Company amended the 2021 Term Loan Facility to replace LIBOR with SOFR as the benchmark interest rate.

Following this amendments, the 2021 Term Loan Facility bears interest at an adjusted SOFR rate (with a 0.50 % minimum floor) plus 2.75 % per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50 %).

The interest rate on the 2021 Term Loan Facility was 7.98 % as of December 31, 2023.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

As of December 31, 2023, the 2021 Term Loan Facility accrued interest at a floating rate of SOFR plus 2.50 % per annum and is scheduled to mature in June 2028.

The Company may at any time or from time to time voluntarily prepay loans under the 2021 Term Loan Facility in whole or in part without premium or penalty.

The 2021 Term Loan Facility requires mandatory prepayments from (i) 50 % of “Excess Cash Flow” (as defined in the 2021 Credit Agreement) on an annual basis with step downs to lower percentages based on the Borrower’s leverage ratio, if applicable, (ii) net cash proceeds from the issuance or incurrence of certain indebtedness and (iii) net cash proceeds received from certain non-ordinary course disposition of assets and casualty events to the extent such net cash proceeds were not reinvested in the Company’s business within a certain specified time period.

Prepayments are applied to remaining amortization installments in direct order of maturity.

The remaining principal balance of the term loans are due upon maturity.

The 2021 Term Loan Facility is guaranteed by Ecovyst Catalyst Technologies LLC and Ecoservices Operations Corp, subsidiaries of the Company.

The obligations under the Term Facility are secured (i) by a first-priority security interest in, among other things, a pledge of substantially all of the Borrower’s and the guarantors’ assets (other than collateral securing the ABL Facility on a first-priority basis) and (ii) by a second-priority security interest in receivables, inventory, deposit accounts and other collateral of the Borrower and the U.S.

subsidiary guarantors securing the ABL Facility.

Fair Value of Debt

The fair value of a financial instrument is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

As of December 31, 2023 and 2022, the fair value of the senior secured term loan was $ 876,403 and $ 870,986 , respectively.

As of December 31, 2024 and 2023, the fair value of the Company’s term loan facility was $ 874,083 and $ 876,403 , respectively.

The fair value is classified as Level 2 based upon the fair value hierarchy (see Note 6 to these consolidated financial statements for further information on fair value measurements).

Aggregate Long-term Debt Maturities

The aggregate long-term debt maturities are:

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

Aggregate Long-term Debt Maturities

The aggregate long-term debt maturities are:

Thereafter 827,167

Other Long-term Liabilities:

5 unchanged sentences

Reserve for uncertain tax positions 110 9,523

Other 71 1,249

$ 22,439 $ 25,846

Total other long-term liabilities $ 5,052 $ 22,439

Financial Instruments:

9 unchanged sentences

The market risk associated with the Company’s derivative instruments is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Use of Derivative Financial Instruments to Manage Interest Rate Risk.

3 unchanged sentences

The Company hedges the interest rate fluctuations on debt obligations through interest rate cap agreements.

The Company records these agreements at fair value as assets or liabilities in its consolidated balance sheets.

The Company records these agreements at fair value as assets or liabilities in the consolidated balance sheets.

As the derivatives are designated and qualify as cash flow hedges, the gains or losses on the interest rate cap agreements are recorded in stockholders’ equity as a component of other comprehensive income, net of tax.

5 unchanged sentences

Interest rate cap 4 3 $ 625,000 $ 35,285

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The current notional amounts of the three interest rate cap agreements in effect at December 31, 2024 are $ 250,000 , $ 175,000 and $ 200,000 .

The Company entered into a $ 250,000 interest rate cap to mitigate interest rate volatility from August 2022 to October 2024, a $ 150,000 interest rate cap agreement to mitigate interest rate volatility from August 2023 to July 2026, and a $ 250,000 interest rate cap agreement to mitigate interest rate volatility from September 2023 to October 2025.

The $ 150,000 interest rate cap agreement will increase to $ 175,000 to mitigate interest rate volatility from August 2024 to July 2026.

The Company entered into a $ 250,000 interest rate cap to mitigate interest rate volatility from September 2023 to October 2025, a $ 175,000 interest rate cap agreement to mitigate interest rate volatility from August 2024 to July 2026 and a $ 200,000 interest rate cap agreement to mitigate interest rate volatility from November 2024 to October 2025.

The Company had a $ 150,000 interest rate cap agreement to mitigate interest rate volatility from August 2023 to July 2024.

The $ 200,000 interest rate cap agreement will increase to $ 450,000 to mitigate interest rate volatility from November 2025 to October 2026.

The cap rates in effect at December 31, 2024 was 1.00 %.

The Company has also entered into a forward starting interest rate cap agreements to mitigate interest volatility from November 2024 to October 2026.

The Company also entered into a $ 200,000 forward starting interest rate cap agreement to mitigate interest volatility from August 2026 to July 2028.

In February 2023, the Company amended all existing interest rate cap agreements to replace LIBOR with SOFR as the benchmark interest rate, with all other terms of the agreements remaining the same.

9 unchanged sentences

Derivatives designated as cash flow hedges:

Interest rate caps Accrued liabilities $ 235 $ —

Interest rate caps Other long-term liabilities 475 2,496

Total derivative liabilities $ 710 $ 2,496

The following table shows the effect of the Company’s derivative instruments designated as cash flow hedges on accumulated other comprehensive income (loss) and the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively:

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges on AOCI and the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022, respectively:

Amount of gain (loss) recognized in OCI

Interest rate caps $ 13,672 $ 5,419

Amount of gain (loss) reclassified from AOCI

Interest rate caps $ ( 17,197 ) $ ( 22,731 )

Amount of (gain) loss reclassified into Income

Years ended December 31,

2024 2023 2022

Location of gain (loss) reclassified from AOCI into income Amount of gain (loss) recognized in OCI on derivatives Amount of gain (loss) reclassified from AOCI into income Amount of gain (loss) recognized in OCI on derivatives Amount of gain (loss) reclassified from AOCI into income Amount of gain (loss) recognized in OCI on derivatives Amount of gain (loss) reclassified from AOCI into income

Interest rate caps $ 17,197 $ 22,731 $ ( 683 )

The following table shows the amounts for the line items presented on the consolidated statements of income in which the effects of cash flow hedges are recorded for the years ended December 31, 2024, 2023 and 2022, respectively:

Years ended December 31,

Location and amount of gain (loss) recognized in income on cash flow hedging relationships 2024 2023 2022

Derivatives designated as cash flow hedges:

Interest rate caps Interest (expense) income $ ( 49,426 ) $ ( 44,730 ) $ ( 37,217 )

The amount of net unrealized gains in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the consolidated statement of income over the next twelve months is $ 6,893 as of December 31, 2024.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

The following table shows the effect of the Company’s cash flow hedge accounting on the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively:

Location and amount of gain (loss) recognized in income on cash flow hedging relationships

Years ended December 31,

2023 2022 2021

Total amounts of income and expense line items presented in the statement of income in which the effects of cash flow hedges are recorded in interest (expense) income $ ( 44,730 ) $ ( 37,217 ) $ ( 36,990 )

The effects of cash flow hedging:

Gain (loss) on cash flow hedging relationships:

Interest contracts:

Amount of gain (loss) reclassified from AOCI into income 22,731 ( 683 ) ( 444 )

The amount of unrealized losses in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the consolidated statement of income over the next twelve months is $ 9,712 as of December 31, 2023.

Income Taxes:

Income before income taxes within or outside the United States are shown below:

Years ended December 31,

2024 2023 2022

2 unchanged sentences

Total $ ( 5,022 ) $ 81,939 $ 94,735

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The provision for income taxes as shown in the accompanying consolidated statements of income consists of the following:

Years ended December 31,

2024 2023 2022

10 unchanged sentences

federal statutory income tax rate to actual income tax expense is as follows:

Years ended December 31,

2024 2023 2022

7 unchanged sentences

Foreign tax credits ( 900 ) ( 848 ) —

Impairment of investment in affiliated companies 13,272 — —

Research and development tax credits ( 600 ) ( 400 ) ( 366 )

4 unchanged sentences

(Dollars in thousands, except share and per share amounts)

For the year ended December 31, 2024, certain components of the rate reconciliation have been aggregated within “Other, net” in the income tax rate reconciliation table, including the tax related to the US Foreign inclusion provisions, the effect of rates different than statutory, return-to-provision tax impact and a few immaterial items, as the impact of the $ 65,000 impairment to the investment in affiliated companies to the Company’s pre-tax book income (loss) resulted in a significantly reduced pre-tax book income (loss) for the year ended December 31, 2024.

Deferred tax assets (liabilities) are comprised of the following:

7 unchanged sentences

Foreign withholding tax credits 9,083 9,083

Total deferred tax assets, gross 67,166 56,906

Valuation allowance ( 16,824 ) ( 18,325 )

38,581 24,579

Total deferred tax assets, net 50,342 38,581

Deferred tax liabilities:

4 unchanged sentences

Other ( 5,452 ) ( 8,675 )

( 152,122 ) ( 159,985 )

Total deferred tax liabilities ( 155,379 ) ( 152,122 )

Net deferred tax liabilities $ ( 105,037 ) $ ( 113,541 )

3 unchanged sentences

The Company has $ 14,359 of deferred tax assets related to state tax credits, which are subject to a 16-year carryforward period.

The Company expects to fully utilize its state tax credits before each expiration, as a result the Company has released the valuation allowance associated with its state tax credits.

As of December 31, 2023, the valuation allowance associated with its state tax credits is $ 0 .

The Company expects to fully utilize its state tax credits before each expiration.

As of December 31, 2024, the valuation allowance associated with its state tax credits was zero .

The Company has $ 13,820 of deferred tax assets related to state net operating losses and foreign losses, which are subject to various carryforward periods of 5 to 20 years or an indefinite carryforward period.

A partial valuation allowance of $ 9,242 has been recorded due to the expected expiration of these state net operating losses before they are able to be utilized.

The change in net deferred tax liabilities for the years ended December 31, 2023 and 2022 was primarily related to the release of a state tax credit valuation allowance, differences between book and tax basis depreciation, activity connected to book amortization of intangible assets with no corresponding tax basis reducing those deferred tax liabilities, activity with respect to tax deductible goodwill, activity with respect to interest rate caps recorded against other comprehensive income, and activity with respect to stock compensation.

A partial valuation allowance of $ 7,741 has been recorded due to the expected expiration of these state and foreign net operating losses before they are able to be utilized.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

The change in net deferred tax liabilities for the years ended December 31, 2024 and 2023 was primarily related to differences between book and tax basis depreciation, activity connected to book amortization of intangible assets with no corresponding tax basis reducing those deferred tax liabilities, activity with respect to tax deductible goodwill, activity with respect to interest rate caps recorded against other comprehensive income, activity with respect to the interest disallowance carryforward, activity with respect to the capitalization and related amortization of research and experimentation costs and activity with respect to the investment in the Zeolyst Joint Venture.

The net change in the total valuation allowance was a decrease of $ 1,501 in 2024.

11 unchanged sentences

The amounts listed in the below table also represents the total unrecognized tax benefits that, if recognized, would impact the effective tax rate as of December 31, 2024 and 2023, respectively:

Years ended December 31,

Balance at beginning of period $ 8,110 $ 7,787

Increases related to prior year tax positions — 323

Uncertain tax benefit sustained due to lapsing of statue of limitations ( 8,023 ) —

Balance at end of period $ 87 $ 8,110

2 unchanged sentences

The Company recorded cumulative accrued interest and penalties amounting to $ 23 as of December 31, 2024 in other long-term liabilities on its consolidated balance sheets.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The Company files numerous consolidated and separate income tax returns in the U.S.

5 unchanged sentences

Given that the Company has utilized state net operating loss in the current and prior years, the statute for examination by the state taxing authorities will typically remain open for a period following the use of such net operating loss carryforwards, extending the period for examination beyond the years indicated above.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

As of December 31, 2024, it is reasonably possible that the Company may recognize approximately $ 87 of previously net unrecognized tax benefits, excluding interest and penalties, related to various U.S.

2 unchanged sentences

Cash payments for income taxes, net of refunds, are as follows:

Years ended December 31,

2024 2023 2022

6 unchanged sentences

Beginning in 2023, these transactions will be subject to the excise tax of the IRA.

See Note 7 for information on the accrued excise tax related to these stock repurchases.

See Note 7 to these consolidated financial statements for information on the accrued excise tax related to these stock repurchases.

Benefit Plans:

5 unchanged sentences

The Company uses a December 31 measurement date for all of its defined benefit pension and postretirement medical plans.

Of the Company’s two defined benefit pension plans, the Eco Services Hourly Pension Plan was frozen to future accruals as of December 31, 2020, and the Eco Services Pension Equity Plan was frozen to future accruals as of December 31, 2016.

The Company has two defined benefit pension plans:

the Eco Services Hourly Pension Plan which was frozen to future accruals as of December 31, 2020 and the Eco Services Pension Equity Plan which was frozen to future accruals as of December 31, 2016.

The retiree healthcare plan was closed to new retirees effective July 1, 2017.

The Company no longer has a defined benefit pension plan covering its employees at a foreign subsidiary, as the plan was converted to a defined contribution plan during the year ended December 31, 2021.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

Defined Benefit Pension Plans

The following tables summarize changes in the benefit obligation, plan assets and funded status of the Company’s defined benefit pension plans as well as the components of net periodic benefit cost, including key assumptions:

The following tables summarize changes in the benefit obligation, plan assets and funded status of the Company’s defined benefit pension plans and other postretirement benefit plan:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Change in benefit obligation:

3 unchanged sentences

Benefits paid ( 3,254 ) ( 2,798 ) — ( 1 )

Actuarial losses/(gains) 1,565 ( 18,741 )

Premiums paid — — ( 3 ) ( 3 )

Actuarial (gain) loss ( 3,460 ) 1,565 ( 33 ) 9

Benefit obligation at end of the period 61,721 66,556 463 475

2 unchanged sentences

Actual return on plan assets 1,048 6,330 — —

Employer contributions 1,625 — 3 4

Plan settlements ( 1,348 ) ( 2,543 ) — —

Benefits paid ( 3,254 ) ( 2,798 ) — ( 1 )

Premiums paid — — ( 3 ) ( 3 )

Fair value of plan assets at end of the period 59,689 61,618 — —

Funded status of the plans (underfunded) $ ( 2,032 ) $ ( 4,938 ) $ ( 463 ) $ ( 475 )

The total actuarial losses for the year ended December 31, 2023 was $ 1,565 , which was driven by decreases in the discount rates of $ 1,365 and declines in general demographic experience of $ 200 .

The total actuarial gains for the year ended December 31, 2022 was $ 18,741 , which was driven by increases in the discount rates of $ 18,641 and increase in general demographic experience of $ 100 .

Defined Benefit Pension Plans — The actuarial gain for the year ended December 31, 2024 was $ 3,460 , which was driven by increases in the discount rates of $ 2,760 and improvements in general demographic experience of $ 700 .

The actuarial loss for the year ended December 31, 2023 was $ 1,565 , which was driven by decreases in the discount rates of $ 1,365 and declines in general demographic experience of $ 200 .

Other Postretirement Benefit Plan — The actuarial gain for the year ended December 31, 2024 was $ 33 , which was driven by increases in the discount rates.

The actuarial loss for the year ended December 31, 2023 was $ 9 , which was driven by decreases in the discount rates.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

As of December 31, 2024, one of the defined benefit pension plans changed to a funded asset position, compared to an underfunded liability position in December 31, 2023.

Amounts recognized in the consolidated balance sheets consist of:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Noncurrent asset $ 90 $ — $ — $ —

Current liability — — ( 20 ) ( 18 )

Noncurrent liability ( 2,122 ) ( 4,937 ) ( 443 ) ( 457 )

Accumulated other comprehensive income (loss), net of tax 567 ( 509 )

AOCI, net of tax 1,386 567 81 79

Net amount recognized $ ( 646 ) $ ( 4,370 ) $ ( 382 ) $ ( 396 )

Amounts recognized in accumulated other comprehensive income (loss) consist of:

Net (loss) gain $ 751 $ ( 1,039 )

The net amount of projected benefit obligation and plan assets for all underfunded plans was classified as noncurrent liabilities in the consolidated balance sheets.

Amounts recognized in AOCI consist of:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Prior service cost $ — $ — $ — $ 30

Net gain 1,849 751 107 75

Gross amount recognized 1,849 751 107 105

2 unchanged sentences

Components of net periodic benefit cost consist of:

December 31, Year ended

Defined Benefit Pension Plans Other Postretirement Benefit Plan

Years ended December 31, Years ended December 31,

2024 2023 2022 2024 2023 2022

1 unchanged sentence

Expected return on plan assets ( 3,367 ) ( 3,305 ) ( 3,433 ) — — —

Settlement loss (gain) recognized 61 38 ( 26 ) 2,084

Net periodic expense (benefit) $ 209 $ ( 826 ) $ ( 2,176 ) $ 2,084

Amortization of prior service credit — — — ( 30 ) ( 125 ) ( 210 )

Amortization of net (gain) loss — — — ( 2 ) ( 2 ) 3

Settlement (gain) loss ( 6 ) 61 38 — — —

Net periodic (benefit) expense $ ( 146 ) $ 209 $ ( 826 ) $ ( 8 ) $ ( 103 ) $ ( 189 )

All components of net periodic benefit cost other than service cost are presented within other expense (income), net in the Company’s consolidated statements of income.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Components of other changes in plan assets and benefit obligations recognized in other comprehensive income consists of:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Net (gain) loss $ ( 1,136 ) $ ( 1,461 ) $ ( 33 ) $ 9

Amortization or settlement recognition of net loss ( 61 ) ( 38 )

Amortization of prior service credit — — 30 125

Amortization or settlement recognition of net gain (loss) 6 ( 61 ) 2 2

Total recognized in other comprehensive (income) loss ( 1,130 ) ( 1,522 ) ( 1 ) 136

Total recognized in net periodic benefit cost and other comprehensive (income) loss $ ( 1,280 ) $ ( 1,313 ) $ ( 9 ) $ 33

The net amount of projected benefit obligation and plan assets for all underfunded plans was $ 4,938 and $ 6,250 as of December 31, 2023 and 2022, respectively, and was classified as noncurrent liabilities.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following table presents selected information about the Company’s pension plans with projected benefit obligations and accumulated benefit obligations in excess of plan assets:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Projected benefit obligation $ 18,305 $ 66,555 $ 463 $ 475

2 unchanged sentences

Significant weighted average assumptions used in determining the pension obligations include the following:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

December 31, December 31,

2024 2023 2024 2023

Discount rate 5.67 % 5.17 % 5.70 % 5.20 %

Rate of compensation increase (1)

Rate of compensation increase N/A N/A N/A N/A

The discount rate for net periodic benefit costs is determined by utilizing a yield curve model.

The model develops a spot rate curve based on the yields available from a broad-based universe of high quality corporate bonds.

The discount rate is then set as the weighted average spot rate, using the respective plan’s expected benefit cash flows as the weights.

Significant weighted average assumptions used in determining net periodic benefit cost include the following:

December 31, Year ended

Defined Benefit Pension Plans Other Postretirement Benefit Plan

Years ended December 31, Years ended December 31,

2024 2023 2022 2024 2023 2022

1 unchanged sentence

Expected return on assets 5.76 % 5.74 % 4.90 % — % — % — %

Rate of compensation increase (1)

N/A N/A N/A 1.75 %

(1) Includes only plans not frozen to benefit accruals for the respective periods.

The discount rate was determined by utilizing a yield curve model.

The model develops a spot rate curve based on the yields available from a broad-based universe of high quality corporate bonds.

The discount rate is then set as the weighted average spot rate, using the respective plan’s expected benefit cash flows as the weights.

Rate of compensation increase N/A N/A N/A N/A N/A N/A

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Fair value of plan assets

The investment objective for the plans is to generate returns sufficient to meet future obligations.

12 unchanged sentences

• Level 2—Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument.

Such inputs include market interest rates and volatilities,

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

spreads and yield curves.

Such inputs include market interest rates and volatilities, spreads and yield curves.

Level 2 assets primarily consist of fixed-income securities and commingled funds that are not actively traded or whose underlying investments are valued using observable marketplace inputs.

4 unchanged sentences

Level 3 assets include investments covered by insurance contracts and real estate funds valued using significant unobservable inputs.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following tables set forth by level, within the fair value hierarchy, plan assets at fair value:

3 unchanged sentences

Equity securities:

investment funds 11,539 11,539 — —

International investment funds 7,546 7,546 — —

Domestic stocks 8,248 8,248 — —

International stocks 5,335 5,335 — —

Fixed income securities:

Government securities 11,691 11,691 — —

Corporate bonds 30,578 30,578 — —

Treasury funds 11,853 11,853 — —

Corporate and other bonds 34,253 34,253 — —

Total $ 59,689 $ 59,689 $ — $ —

3 unchanged sentences

Equity securities:

investment funds 11,435 11,435 — —

International investment funds 7,803 7,803 — —

Domestic stocks 11,539 11,539 — —

International stocks 7,546 7,546 — —

Fixed income securities:

Government securities 16,209 16,209 — —

Corporate bonds 24,938 24,938 — —

Treasury funds 11,691 11,691 — —

Corporate and other bonds 30,578 30,578 — —

Total $ 61,618 $ 61,618 $ — $ —

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following benefit payments, which reflect expected future service as appropriate, are expected to be paid:

Years 2029-2033 22,815

The Company expects to contribute $ 1,680 to its pension plans in 2024.

Other Postretirement Benefit Plan

The following tables summarize changes in the benefit obligation, plan assets and funded status of the Company’s other postretirement benefit plan as well as the components of net periodic benefit cost, including key assumptions:

Change in benefit obligation:

Benefit obligation at beginning of period $ 446 $ 624

Interest cost 24 18

Benefits paid ( 1 ) ( 1 )

Premiums paid ( 3 ) ( 3 )

Actuarial loss/(gain) 9 ( 192 )

Benefit obligation at end of period 475 446

Change in plan assets:

Employer contributions $ 4 $ 4

Benefits paid ( 1 ) ( 1 )

Premiums paid ( 3 ) ( 3 )

Fair value of plan assets at end of period — —

Funded status of the plan (underfunded) $ ( 475 ) $ ( 446 )

The actuarial loss for the year ended December 31, 2023 was $ 9 , which was driven by decreases in the discount rates.

The actuarial gain for the year ended December 31, 2022 was $ 192 , which was driven by increases in the discount rates.

Amounts recognized in the consolidated balance sheets consist of:

Current liability $ ( 18 ) $ ( 18 )

Noncurrent liability ( 457 ) ( 428 )

Accumulated other comprehensive income (loss), net of tax 79 ( 299 )

Net amount recognized $ ( 396 ) $ ( 745 )

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Amounts recognized in accumulated other comprehensive income consist of:

Prior service credit $ 30 $ 154

Net gain (loss) 75 80

Gross amount recognized 105 234

Deferred income taxes ( 26 ) ( 533 )

Net amount recognized $ 79 $ ( 299 )

Components of net periodic benefit cost consist of:

Year Defined Benefit Pension Plans Other Postretirement Benefit Plan

2025 $ 7,356 $ 20

Interest cost $ 24 $ 18 $ 17

Amortization of prior service credit ( 125 ) ( 210 ) ( 232 )

Amortization of net (gain) loss ( 2 ) 3 5

Net periodic benefit $ ( 103 ) $ ( 189 ) $ ( 210 )

All components of net periodic benefit cost other than service cost are presented within other expense (income), net in the Company’s consolidated statements of income.

Components of other changes in plan assets and benefit obligations recognized in other comprehensive income consists of:

Net loss (gain) $ 9 $ ( 192 )

Amortization of prior service credit 125 210

Amortization or settlement recognition of net gain (loss) 2 ( 3 )

Total recognized in other comprehensive income 136 15

Total recognized in net periodic benefit cost and other comprehensive loss (income) $ 33 $ ( 174 )

The discount rate used in determining the other postretirement benefit plan obligation was 5.20 % and 5.50 % as of December 31, 2023 and 2022, respectively.

The discount rate used in determining net periodic benefit cost was 5.50 %, 2.90 % and 2.60 % for the years ended December 31, 2023, 2022 and 2021, respectively.

There was no rate of interest crediting rate, as there are no cash balance accounts associated with this plan.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Years 2028-2032 150

The Company expects to contribute $ 18 to the retiree health plan in 2024.

There are no expected Medicare subsidy receipts expected in future periods.

2026 4,561 22

2027 4,542 23

2028 4,720 25

2029 4,552 27

2030-2034 22,539 163

The Company expects to contribute $ 500 to its defined benefit pension plans and $ 20 to the other postretirement benefit plan in 2025.

There are no Medicare subsidy receipts expected in future periods.

Defined Contribution Plans

The Company also has defined contribution plans covering domestic employees of the Company and a foreign subsidiary.

The Company has defined contribution plans covering domestic employees of the Company and a foreign subsidiary.

The Company recorded expenses of $ 7,619 , $ 7,015 and $ 7,113 related to these plans for the years ended December 31, 2024, 2023 and 2022, respectively.

Stock-Based Compensation:

The Company has an equity incentive plan under which it grants common stock awards to employees, directors and affiliates of the Company.

As of December 31, 2023, 9,498,538 shares of common stock were available for issuance under the plan.

The Company historically has settled these awards through the issuance of new shares.

Beginning on July 1, 2023, the Company commenced reissuing shares from treasury in connection with the settlement of awards under its equity incentive plan.

Modifications

Sale of Performance Chemicals

As described in Note 7 to these consolidated financial statements, the Company’s Board of Directors declared a special cash dividend of $ 3.20 per share to stockholders of record as of the close of business on August 12, 2021.

The dividend declaration also included a dividend equivalent for all unvested restricted stock units, performance stock units and restricted stock awards (collectively, the “awards”) as of August 23, 2021 equal to $ 3.20 per award.

Additionally, the Company’s Board of Directors approved a reduction in the strike price on all outstanding vested and unvested stock options by the amount of the dividend payment.

Further, with respect to stock options and awards held by employees of Performance Chemicals at the time of the sale (see Note 4 to these consolidated financial statements for further information), the Company’s Board of Directors approved modifications to the post-termination stock option exercise, and stock option and award vesting periods.

The modifications provided that all stock options held by Performance Chemicals employees that were vested as of the date of the sale are eligible to be exercised for a period of one year from the date of the sale.

Additionally, modifications to unvested stock options and awards allowed holders to continue to vest in those instruments under the original terms of the instruments for a period of up to one year from the date of sale, depending on the award.

The terms of the modifications to the Performance Chemicals awards are contingent upon the employee providing continued service to the Buyer.

The modifications impacted all holders of the Company’s stock options and awards, and along with modifications for a retired executive during the same period, resulted in incremental stock-based compensation expense recognized at the time of the modifications of $ 6,667 during the year ended December 31, 2021.

Of this amount, $ 2,635 was included in loss from discontinued operations, net of tax on the Company’s consolidated statements of income.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

Stock-Based Compensation:

The Company has an equity incentive plan under which it grants common stock awards to employees, directors and affiliates of the Company.

At December 31, 2024, 8,083,573 shares of common stock were available for issuance under the plan.

Beginning on July 1, 2023, the Company settles these awards through the issuance of treasury shares under its equity incentive plan.

The Company has granted RSAs, RSUs and PSUs as part of its equity incentive compensation program.

Stock Options

17 unchanged sentences

Exercised ( 93,962 ) $ 3.04

Forfeited ( 284,956 ) $ 3.39

Expired ( 328,677 ) $ 12.36

Outstanding at December 31, 2024 615,461 $ 8.44 2.26 $ 1,054

Exercisable at December 31, 2024 615,461 $ 8.44 2.26 $ 1,054

(1) On December 14, 2020, the Company’s Board of Directors declared a special cash dividend of $ 1.80 per share to the stockholders of record at the close of business on December 31, 2020, using after tax cash proceeds and cash on hand from the sale of the Performance Materials business.

(1) On August 4, 2021, the Company’s Board of Directors declared a special cash dividend of $ 3.20 per share to the stockholders of record as of the close of business on August 12, 2021, using the after tax cash proceeds from the sale of the Performance Chemicals business.

This reflects the impact of the reduction in the strike price on all outstanding vested and unvested stock options by $ 3.20 per share.

(2) Reflects the impact of the reduction in the strike price on all outstanding vested and unvested stock options by $ 3.20 per share as described above.

The aggregate intrinsic value per the above table represents the difference between the fair value the Company’s common stock on the last trading day of the reporting period (determined in accordance with the plan terms) and the exercise price of in-the-money stock options multiplied by the respective number of stock options as of that date.

7 unchanged sentences

Restricted Stock Awards, Restricted Stock Units and Performance Stock Units

Restricted Stock Awards

The Company has granted restricted stock awards subject to vesting conditions based on (1) service only, (2) performance only, or (3) a combination of service and performance conditions, dependent on which event occurs first.

The Company has granted RSAs subject to vesting conditions based on (1) service only, (2) performance only or (3) a combination of service and performance conditions, dependent on which event occurs first.

The vesting requirements for the majority of these awards were based upon the achievement of a performance condition.

As defined in the award agreements, each award subject to the performance condition fully vests upon the occurrence of a defined liquidity event upon which certain investment funds affiliated with CCMP receive proceeds exceeding certain thresholds.

Although achievement of the performance condition is subject to continued service with the Company, the terms of awards issued with performance conditions stipulate that the performance vesting condition can be attained for a period of six months following separation from service under certain circumstances, depending on the means of separation from the Company and subject to other factors such as individual separation agreements.

The same performance vesting condition for the Company’s restricted stock awards also governs the achievement of the performance vesting condition for the Company’s stock options.

As of December 31, 2023, all of the Company’s outstanding unvested restricted stock awards were subject to the performance vesting condition.

In addition to restricted stock awards, the Company has granted restricted stock units and performance stock units as part of its equity incentive compensation program.

Restricted Stock Units

Each restricted stock unit provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which generally requires one year of service for members of the Company’s board of directors and three years of service for employees.

The value of the restricted stock units granted by the Company is based on the average of the high and low trading prices of the Company’s common stock on the NYSE on the preceding trading day, in accordance with the Company’s policy for valuing such awards.

Compensation expense related to the restricted stock units is recognized on a straight-line basis over the respective vesting period.

Performance Stock Units

During the year ended December 31, 2023, the Company granted 721,537 performance stock units (at target) under its equity incentive plan.

The performance stock units granted during the year ended December 31, 2023 provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

The performance period for the TSR goal is measured based on a three-year performance period from January 1, 2023 through December 31, 2025.

The TSR goal is based on the Company’s actual TSR percentage increase over the performance period.

Depending on the Company’s performance relative to the TSR goal, each performance stock unit award recipient is eligible to receive a percentage of the target number of shares granted to the recipient, ranging from zero to 200 %.

The performance stock units, to the extent earned, will vest on the date the Compensation Committee certifies the achievement of the performance metric for the three-year period ending December 31, 2025 which will occur subsequent to the end of the performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2025.

The Company used a Monte Carlo simulation to estimate the $ 12.27 weighted average fair value of the awards for the year ended December 31, 2023.

The same performance vesting condition for the Company’s RSAs also governs the achievement of the performance vesting condition for the Company’s stock options.

During the year ended December 31, 2024, the Company granted 4,540 of RSAs with a weighted average grant date fair value of $ 8.81 per share that immediately vested.

As of December 31, 2024, the Company did not have any outstanding unvested RSAs subject to performance vesting condition.

During the year ended December 31, 2024, the Company granted 1,126,166 RSUs under its equity incentive plan.

Each RSU provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which for the awards granted during the year ended December 31, 2024, generally requires approximately one year of service for members of the Company’s board of directors and approximately three years of service for employees.

The value of the RSUs granted during the year ended December 31, 2024 was based on the average of the high and low trading prices of the Company’s common stock on the NYSE on the preceding trading day, in accordance with the Company’s policy for valuing such awards.

Compensation expense related to the RSUs is recognized on a straight-line basis over the respective vesting period.

During the year ended December 31, 2024, the Company granted 535,629 PSUs (at target) under its equity incentive plan.

The PSUs granted during the year ended December 31, 2024 provide the recipients with the right to receive shares of common stock dependent on 50 % of a Company-specific financial performance target and 50 % on the relative increase in the total shareholder return (“TSR”) goal (“the Performance measures”).

The Performance measures are measured independently of each other, but achievement of both metrics is measured on the same three-year performance period from January 1, 2024 through December 31, 2026 (“Performance period”).

Depending on the Company’s performance relative to the Performance measures, each PSU award recipient is eligible to receive a percentage of the target number of shares granted to the recipient, ranging from 0 % to 200 %.

The PSUs, to the extent earned, will vest on the date the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) certifies the achievement of the Performance measures for the Performance period, which will occur subsequent to the end of the Performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2026.

Achievement of the Company-specific financial performance target is measured based on the actual three-year cumulative results across the Performance period.

The TSR goal is based on the Company’s actual TSR performance against companies in the S&P 1500 Specialty Chemicals Index over the Performance period.

The TSR goal, which determines how much of the 50 % of the PSUs granted during 2024 may be earned, is considered a market condition as opposed to a vesting condition.

Because a market condition is not considered a vesting condition, it is reflected in the grant date fair value of the award and the associated compensation cost based on the fair value of the award is recognized over the Performance period, regardless of whether the Company actually achieves the market condition or the level of achievement, as long as service is provided by the recipient.

AND SUBSIDIARIES

1 unchanged sentence

(Dollars in thousands, except share and per share amounts)

During the year ended December 31, 2022, the Company granted 295,132 performance stock units (at target) under its equity incentive plan.

The performance stock units granted during the year ended December 31, 2022 provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

During the year ended December 31, 2023, the Company granted 721,537 PSUs (at target) under its equity incentive plan.

The PSUs granted during the year ended December 31, 2023 provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

The performance period for the TSR goal is measured based on a three-year performance period from January 1, 2023 through December 31, 2025.

The TSR goal is based on the Company’s actual TSR percentage increase over the performance period.

The performance stock units, to the extent earned, will vest on the date the Compensation Committee certifies the achievement of the performance metric for the three-year period ending December 31, 2024, which will occur subsequent to the end of the performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2024.

The Company used a Monte Carlo simulation to estimate the $ 8.82 weighted average fair value of the awards.

The Company granted 211,985 performance stock units (at target) during the year ended December 31, 2021 that provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

Depending on the Company’s performance relative to the TSR goal, each PSU award recipient is eligible to receive a percentage of the target number of shares granted to the recipient, ranging from zero to 200 %.

The PSUs, to the extent earned, will vest on the date the Compensation Committee certifies the achievement of the performance metric for the three-year period ending December 31, 2025, which will occur subsequent to the end of the performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2025.

During the year ended December 31, 2022, the Company granted 295,132 PSUs (at target) under its equity incentive plan.

The PSUs granted during the year ended December 31, 2022 provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

The performance period for the TSR goal is measured based on a three-year performance period from January 1, 2022 through December 31, 2024.

The TSR goal is based on the Company’s actual TSR percentage increase over the performance period.

Depending on the Company’s performance relative to the TSR goal, each performance stock unit award recipient is eligible to earn a percentage of the target number of shares granted to the recipient, ranging from zero to 200 %.

The performance stock units, to the extent earned, will vest on the date the Compensation Committee certifies the achievement of the performance metric for the three-year period ending December 31, 2023, which will occur subsequent to the end of the performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2023.

The Company used a Monte Carlo simulation to estimate the $ 13.21 weighted average fair value of the awards.

In March 2023, the Compensation Committee certified the achievement of the performance metrics for the three-year period ending December 31, 2022, related to the performance stock units (“PSUs”) granted during the year ended December 31, 2020.

Fifty percent of the target number of such PSUs could be earned depending on performance against a Company-specific financial performance target, and 50 % of the target number of such PSUs could be earned depending on performance against a TSR goal, subject to the provision of service through the vesting date of the awards.

The Company-specific financial performance target and the TSR goal were measured independently of each other, and each PSU award recipient was eligible to earn a percentage of the target number of shares granted to the recipient, ranging from zero to 200 %.

The awards vested during the year ended December 31, 2023 as follows:

53.3 % of target with respect to the portion of the PSU award subject to the Company-specific financial measure, and 56.0 % of target with respect to the portion of the PSU award subject to the TSR goal.

The PSUs, to the extent earned, will vest on the date the Compensation Committee certifies the achievement of the performance metric for the three-year period ending December 31, 2024, which will occur subsequent to the end of the performance period and after the Company files its annual consolidated financial statements for the year ending December 31, 2024.

In February 2024, the Compensation Committee certified the achievement of the performance metrics for the three-year period ended December 31, 2023, related to the PSUs granted during the year ended December 31, 2021.

The PSUs granted during the year ended December 31, 2021 provide the recipients with the right to receive shares of common stock dependent on the achievement of a TSR goal, and are generally subject to the provision of service through the vesting date of the award.

The TSR goal was based on the Company’s actual TSR percentage increase over the performance period.

The awards vested during the year ended December 31, 2024 with no percentage of the TSR goal earned.

Weighted Average Assumptions

1 unchanged sentence

2024 Grants 2023 Grants 2022 Grants

Weighted average fair value based on Monte Carlo simulation $ 11.64 (1) $ 12.27 $ 8.82

Expected dividend yield — % — % — %

2 unchanged sentences

Expected term (in years) 2.95 2.96 2.91

(1) Relative to the TSR performance measure only.

AND SUBSIDIARIES

20 unchanged sentences

Nonvested as of December 31, 2024 — $ — 1,977,373 $ 9.37 1,353,409 (1) $ 11.10

(1) Reflects the impact of the modification on all unvested restricted stock awards as described above.

(1) Based on target.

The total fair value of restricted stock awards that vested during the years ended December 31, 2023, 2022 and 2021 was $ 50 , $ 749 and zero , respectively.

The total fair value of restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 17,008 , $ 15,579 and $ 11,507 , respectively.

The total fair value of performance stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 4,035 , $ 5,277 and zero , respectively.

Cash proceeds received by the Company from the exercise of stock options were not material for the year ended December 31, 2024.

The total fair value of RSAs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 40 , $ 50 and $ 749 , respectively.

The total fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 11,102 , $ 17,008 and $ 15,579 , respectively.

The total fair value of PSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 0 , $ 4,035 and $ 5,277 , respectively.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Prior to the Company’s IPO, the Company issued restricted stock awards and stock options with performance conditions that were based on the occurrence of a defined liquidity event upon which certain investment funds affiliated with CCMP receive proceeds exceeding defined thresholds.

In addition to the defined liquidity event, subsequent to the Company’s IPO, the performance vesting condition can also be achieved if the average closing trading price of the Company’s common stock on the NYSE over any consecutive ten-day trading period equals or exceeds a price that would be equivalent to the achievement of the threshold proceeds to CCMP.

When a liquidity event occurred on March 7, 2023, the investment funds affiliated with CCMP received proceeds that did not exceed the defined thresholds.

As a result, all of the Company’s RSAs and stock options subject to the performance condition were forfeited and cancelled.

See Note 22 to these consolidated financial statements for further information on the number of RSAs and stock options outstanding subject to performance-based vesting.

Stock-Based Compensation Expense

For the years ended December 31, 2023, 2022 and 2021, total stock-based compensation expense for the Company on a continuing operations basis was $ 16,031 , $ 20,632 and $ 31,838 , respectively.

For the years ended December 31, 2024, 2023 and 2022, total stock-based compensation expense for the Company was $ 14,043 , $ 16,031 and $ 20,632 , respectively.

The associated income tax benefit recognized in the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was $ 3,091 , $ 1,826 and $ 2,799 , respectively.

3 unchanged sentences

No expense has been recognized for any stock options subject to the performance condition for the years ended December 31, 2024, 2023 and 2022, and no expense has been recognized for any restricted stock awards subject to the performance condition for the years ended December 31, 2024 and 2023, as the performance-based criteria was not achieved nor considered probable of achievement.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

If an exit event occurs that exceeded the defined threshold, then all of these restricted stock awards and stock options of the Company vest 100 %, with no potential for partial vesting or excess achievement.

If an exit event or events occurs with no further possibility of meeting the defined threshold, then all of the Company’s restricted stock awards and stock options subject to the performance vesting condition will be forfeited.

When a liquidity event occurred on March 7, 2023, the investment funds affiliated with CCMP received proceeds that did not exceed the defined thresholds.

As a result, all of the Company’s restricted stock awards and stock options subject to the performance condition were forfeited and cancelled.

See Note 22 to these consolidated financial statements for further information on the number of restricted stock awards and stock options outstanding subject to performance-based vesting.

Earnings per Share:

Basic earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common shares outstanding during the period.

The weighted average number of common shares outstanding during the period for the computation of basic earnings per share excludes restricted stock awards that have legally been issued but are nonvested during the period, as the sale of these shares is prohibited pending satisfaction of certain vesting conditions by the award recipients in order to earn the rights to the shares (see Note 21 to these consolidated financial statements for further information regarding outstanding nonvested restricted stock awards).

Diluted earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common and potential common shares outstanding during the period, if dilutive.

Potential common shares reflect (1) unvested restricted stock awards and restricted stock units with service vesting conditions, (2) performance stock units with vesting conditions considered probable of achievement and (3) options to purchase common stock, all of which have been included in the diluted earnings per share calculation using the treasury stock method.

Basic earnings per share is calculated as income available to common stockholders, divided by the weighted average number of common shares outstanding during the period.

The weighted average number of common shares outstanding during the period for the computation of basic earnings per share excludes RSAs that have legally been issued but are nonvested during the period, as the sale of these shares is prohibited pending satisfaction of certain vesting conditions by the award recipients in order to earn the rights to the shares (see Note 21 to these consolidated financial statements for further information regarding outstanding nonvested restricted stock awards).

Diluted earnings per share is calculated as income available to common stockholders, divided by the weighted average number of common and potential common shares outstanding during the period, if dilutive.

Potential common shares reflect (1) unvested RSAs and RSUs with service vesting conditions, (2) PSUs with vesting conditions considered probable of achievement and (3) options to purchase common stock, all of which have been included in the diluted earnings per share calculation using the treasury stock method.

The reconciliation from basic to diluted weighted average shares outstanding is as follows:

Years ended December 31,

2024 2023 2022

Weighted average shares outstanding – Basic 116,719,437 118,367,214 133,601,322

Dilutive effect of unvested common shares and restricted stock units with service conditions, performance stock units considered probable of vesting and assumed stock option exercises and conversions 1,120,495 1,486,850 1,541,547

Dilutive effect of unvested common shares and RSUs with service conditions, PSUs considered probable of vesting and assumed stock option exercises and conversions — 1,120,495 1,486,850

Weighted average shares outstanding – Diluted 116,719,437 119,487,709 135,088,172

2 unchanged sentences

(Dollars in thousands, except share and per share amounts)

Basic and diluted income (loss) per share are calculated as follows:

2023 2022 2021

Income from continuing operations attributable to Ecovyst Inc.

The Company reported a net loss for the year ended December 31, 2024, therefore excluded 728,001 of dilutive effect of unvested common shares, RSUs with service conditions, PSUs considered probably of vesting and assumed stock option exercises and conversions from the computation of weighted average diluted shares outstanding.

Basic and diluted income per share are calculated as follows:

Years ended December 31,

2024 2023 2022

Income (loss) from discontinued operations attributable to Ecovyst Inc.

(Loss) income from continuing operations attributable to Ecovyst Inc.

$ ( 6,652 ) $ 71,154 $ 69,795

Net income (loss) attributable to Ecovyst Inc.

Income from discontinued operations attributable to Ecovyst Inc.

Net (loss) income attributable to Ecovyst Inc.

$ ( 6,652 ) $ 71,154 $ 73,697

1 unchanged sentence

Weighted average shares outstanding – Diluted 116,719,437 119,487,709 135,088,172

Net income (loss) per share:

Basic income per share - continuing operations $ 0.60 $ 0.52 $ 0.01

Diluted income per share - continuing operations $ 0.60 $ 0.52 $ 0.01

Basic income (loss) per share - discontinued operations $ — $ 0.03 $ ( 1.04 )

Diluted income (loss) per share - discontinued operations $ — $ 0.03 $ ( 1.03 )

Basic income (loss) per share $ 0.60 $ 0.55 $ ( 1.03 )

Diluted income (loss) per share $ 0.60 $ 0.55 $ ( 1.02 )

The table below presents the details of the Company’s weighted average equity-based awards outstanding during each respective year that were excluded from the calculation of diluted earnings per share:

Net (loss) income per share:

Basic (loss) income per share - continuing operations $ ( 0.06 ) $ 0.60 $ 0.52

Diluted (loss) income per share - continuing operations $ ( 0.06 ) $ 0.60 $ 0.52

Basic income per share - discontinued operations $ — $ — $ 0.03

Diluted income per share - discontinued operations $ — $ — $ 0.03

Basic (loss) income per share $ ( 0.06 ) $ 0.60 $ 0.55

Diluted (loss) income per share $ ( 0.06 ) $ 0.60 $ 0.55

The table below presents additional details of the Company’s weighted average equity-based awards outstanding during each respective year that were excluded from the calculation of diluted earnings per share:

Years ended December 31,

2024 2023 2022

Restricted stock awards with performance only targets not yet achieved — 539,688 839,432

RSAs with performance only targets not yet achieved — — 539,688

Stock options with performance only targets not yet achieved — 51,526 309,984

Anti-dilutive restricted stock units and performance stock units 286,729 20,497 6,214

Anti-dilutive RSUs and PSUs 387,078 286,729 20,497

Anti-dilutive stock options 367,100 508,623 776,594

Restricted stock awards and stock options with performance only vesting conditions were not included in the dilution calculation, as the performance targets have not been achieved nor were probable of achievement as of the end of the respective periods.

These awards and stock options were canceled on March 7, 2023 (see Note 21 of these consolidated financial statements for further information).

RSAs and stock options with performance only vesting conditions were not included in the dilution calculation, as the performance targets have not been achieved nor were probable of achievement as of the end of the respective periods.

These awards and stock options were canceled on March 7, 2023 (see Note 21 to these consolidated financial statements for additional information).

Certain stock options to purchase shares of common stock were excluded from the computation of diluted earnings per share for the respective periods because the options’ exercise price was greater than the average market price of the common shares.

10 unchanged sentences

When these matters are ultimately concluded and determined, the Company believes that there will be no material adverse effect on its consolidated financial position, results of operations or liquidity.

The Company has recorded a reserve of $ 313 and $ 306 as of December 31, 2023 and 2022, respectively, to address remaining subsurface remedial and wetlands/marsh management activities at the Company’s Martinez, CA site.

Although currently a sulfuric acid regeneration plant, the site originally was operated by Mountain Copper Company (“Mococo”) as a copper smelter.

The Company has recorded a reserve of $ 530 and $ 313 as of December 31, 2024 and 2023, respectively, to address remaining subsurface remedial and wetlands/marsh management activities at the Company’s Martinez, California site.

Although currently a sulfuric acid regeneration plant, the site was originally operated by Mountain Copper Company (“Mococo”) as a copper smelter.

Also, the site sold iron pyrite to various customers and allowed their customers to deposit waste iron pyrite cinder and slag on the site.

The property is adjacent to Peyton Slough, where Mococo had a permitted discharge point from its process.

In 1997, the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) required characterization and remediation of Peyton Slough for Copper, Zinc and Acidic Soils.

Various remediation activities were undertaken and completed, and the site has received final concurrence from the Army Corps with respect to the completed work.

The RWQCB has agreed that Ecoservices, has achieved the goals for vegetative cover.

The property is adjacent to the now capped former Peyton Slough, where Mococo had a permitted discharge point from its process and the current Peyton Slough.

In 1997, the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) required characterization and remediation of former Peyton Slough for Copper, Zinc and Acidic Soils.

Various remediation activities were undertaken and completed, including the excavation of a new Peyton Slough, which is the current site.

The site received final concurrence from the Army Corps with respect to the completed work.

The RWQCB agreed that Ecoservices has achieved the goals for vegetative cover.

The current marsh condition is being sustained by the opening and subsequent closing of the tide gates on a periodic basis.

The Company is continuing to indicate to the RWQCB that a plan to involve impacted stakeholders and to work towards development of an alliance for operating, maintaining and funding the tide gates is appropriate.

The Company is currently in the process of applying for modified permits for the long-term maintenance of Peyton Slough.

As of December 31, 2023 and 2022, the Company has recorded a reserve of $ 121 and $ 102 , respectively, for subsurface remediation, including the Soil Vapor Extraction Project, at the Company’s Dominguez, CA site.

Through facilitation between the Company, the RWQCB and various other governmental and private stakeholders, an alliance was formed and recently culminated in an independent environmental-related settlement agreement between the RWQCB and a company not associated with the facilitation efforts.

Under the settlement agreement, another company agreed to fund a Supplemental Environmental Project for the Peyton Slough Marshes Water Quality Improvements and Management Project (Peyton Slough SEP).

The Peyton Slough SEP will be managed by the Contra Costa Resource Conservation District and is intended to improve water circulation and water quality within the marshes adjacent to Carquinez Strait, including the Peyton Slough Channel and McNabney Marsh, by automating tide gate operations to improve exchange between Peyton Slough and Carquinez Strait.

The project will also assess sediment quality and distribution within the system to evaluate methods of further enhancing water quality and marsh habitat.

In addition, the Company is currently in the process of negotiating modified permits with various governmental agencies, including the RWQCB for the long-term maintenance of the capped Peyton Slough and the associated levees and berms.

As of December 31, 2024 and 2023, the Company has recorded a reserve of $ 216 and $ 121 , respectively, for subsurface remediation, including the Soil Vapor Extraction Project, at the Company’s Dominguez, California site.

In the 1980s and 1990s, the EPA and the Los Angeles Regional Water Quality Control Board conducted investigations of the site due to historic chlorinated pesticide and chlorinated solvent use.

2 unchanged sentences

Annual groundwater sampling and soil vapor monitoring indicates that the SVE system has been effective in reducing subsurface contaminant levels.

The Company is moving in the direction of rendering the SVE system dormant and potentially closing this matter within the next few years following rebound testing, including the preparation of cleanup goals as requested by the California Department of Toxic Substances Control.

The Company is moving in the direction of rendering the SVE system dormant and potentially closing this matter within the next few years following rebound testing, including the preparation of soil vapor and groundwater cleanup goals as requested by the California Department of Toxic Substances Control.

Annual inspection of the now covered areas containing pesticide impacted soil and repairs, as warranted, are expected to continue.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

As of December 31, 2024, the Company recorded a reserve of $ 37 for the ongoing groundwater monitoring efforts associated with the Company’s Hammond, Indiana site.

Numerous environmental-related investigations have been conducted at the site, including, but not limited to, under a Voluntary Corrective Action Agreement (“VCAA”) executed by one of the Company’s predecessors (Rhodia Inc.) with the Indiana Department of Environmental Management (“IDEM”) on April 28, 2010 and most recently in accordance with an 2018 Corrective Measures Proposal (“CMP”).

Groundwater monitoring has been conducted at the site since 2011 to address chlorinated volatile organic compound (“CVOC”) impacts from a former railcar unloading area in the northern portion of the site.

The Company only uses this area for loading virgin acid and unloading spent acid.

The CMP established monitored natural attenuation (“MNA”) as the corrective measure for addressing CVOCs present in groundwater in the northern portion of the site and offsite beneath the adjacent Northern Indiana Commuter Transportation District (“NICTD”) property and a gas station;

and has been and continues to be implemented since 2018.

In light of increasing CVOC concentrations in one deep perimeter well, the criteria for ceasing monitoring under the CMP has not yet been achieved.

The Company plans to meet with IDEM to discuss potential options for closing out this matter.

Letters of Credit

1 unchanged sentence

Letters of credit are guarantees of payment to third parties.

The Company’s letters of credit are used primarily as collateral for various items, including environmental, energy and insurance payments.

The Company’s letters of credit are used primarily as collateral for various items, including energy and insurance payments.

The letters of credit are supported by the Company’s ABL facility.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

Related Party Transactions:

6 unchanged sentences

Under the terms of the ZI Partnership Agreement, the Partnership leases certain land used in its Kansas City production facilities from Ecovyst.

This lease, which has been recorded as an operating lease, provided for rental payments to the Company of $ 310 , $ 310 and $ 310 during the years ended December 31, 2023, 2022 and 2021, respectively.

The terms of this lease are evergreen as long as the ZI Partnership Agreement is in place.

The Partnership had $ 236 sales to the Company during the year ended December 31, 2023, while no sales were made to the Company during the years December 31, 2022 and 2021, respectively.

The Partnership purchases certain of its raw materials from the Company and is charged for various manufacturing costs incurred at the Company’s Kansas City production facility.

The amount of these costs charged to the Partnership were $ 20,594 , $ 23,699 and $ 21,778 for the years ended December 31, 2023, 2022 and 2021, respectively.

This lease, which has been recorded as an operating lease and terms are evergreen as long as the ZI Partnership Agreement is in place, provided for rental payments to the Company of $ 310 during the years ended December 31, 2024, 2023 and 2022, respectively.

These rental payments were included in cost of goods sold in the consolidated statements of income.

The Partnership had no sales to the Company for the years ended December 31, 2024 and 2022, respectively, and sales of $ 236 to the Company for the year ended December 31, 2023.

The Partnership purchases certain raw materials from the Company and was charged for various manufacturing costs incurred at the Company’s Kansas City production facility.

The amount of these costs charged to the Partnership were $ 17,315 , $ 20,594 and $ 23,699 for the years ended December 31, 2024, 2023 and 2022, respectively and were included in cost of goods sold in the consolidated statements of income.

In addition, the Partnership was charged certain product demonstration costs of $ 1,029 , $ 1,819 and $ 1,621 during the years ended December 31, 2024, 2023 and 2022, respectively, which were also included in cost of goods sold in the consolidated statements of income.

Certain administrative, marketing, engineering, management-related and research and development services are provided to the Partnership by the Company.

During the years ended December 31, 2023, 2022 and 2021, the Partnership was charged $ 14,758 , $ 13,908 and $ 11,406 , respectively, for these services.

In addition, the Partnership was charged certain product demonstration costs of $ 1,819 , $ 1,621 and $ 924 during the years ended December 31, 2023, 2022 and 2021, respectively.

These charges to the Partnership are recorded as reductions in either cost of goods sold or selling, general and administrative expenses in the consolidated statements of income, depending on the nature of the expenditures.

As of December 31, 2023 and 2022, the Company had an accounts receivable from the Partnership of $ 3,164 and $ 2,636 .

As of December 31, 2023 and 2022, there were no accounts payable with the Partnership.

From time to time, the Company makes sales to and purchases raw materials from portfolio companies of funds that are affiliated with INEOS Capital Partners.

The Company had sales of $ 3,395 , $ 10,880 and $ 3,923 to companies affiliated with INEOS Capital Partners during the years ended December 31, 2023, 2022, and December 31, 2021, respectively.

Purchases of raw materials from companies affiliated with INEOS Capital Partners were immaterial for the years ended December 31, 2023, 2022 and 2021.

The Partnership was charged $ 17,203 , $ 14,758 and $ 13,908 for the years ended December 31, 2024, 2023 and 2022, respectively and were included in selling, general and administrative expenses in the consolidated statements of income.

The Company had an accounts receivable from the Partnership of $ 2,794 and $ 3,164 as of December 31, 2024 and 2023, respectively, which were included in prepaid and other current assets in the consolidated balance sheet.

There were no accounts payable with the Partnership as of December 31, 2024 and 2023, respectively.

AND SUBSIDIARIES

2 unchanged sentences

Supplemental Cash Flow Information:

The following table presents supplemental cash flow information for the Company, which includes activity from both continuing and discontinued operations:

The following table presents supplemental cash flow information for the Company:

Years ended December 31,

2024 2023 2022

6 unchanged sentences

Accrued excise tax on share repurchases (Note 7)

(1) Cash paid for interest is shown net of capitalized interest and includes the cash received or paid on the Company’s interest rate cap agreements designated as cash flow hedges for the periods presented.

Cash paid for interest also excludes $ 2,307 of net interest proceeds on swaps designated as net investment hedges for the year ended December 31, 2021, which was included within cash flows from investing activities, discontinued operations in the Company’s consolidated statements of cash flows.

(2) For the supplemental non-cash information on lease liabilities arising from obtaining right-of-use lease assets, see Note 12 to these consolidated financial statements for further information.

Subsequent Events:

The Company has evaluated subsequent events since the balance sheet date and determined that there are no additional matters to disclose.

In January 2025, the Company re-priced the 2024 Term Loan Facility to reduce the applicable interest rate.

The terms of the facility were substantially consistent following the re-pricing, except that borrowings under the term loan will bear interest at a rate equal to term SOFR plus 2.00 % per annum.

See Note 16 to these consolidated financial statements for further information on the transaction.

Other than this item, the Company has evaluated subsequent events since the balance sheet date and determined that there are no additional items to disclose.

AND SUBSIDIARIES (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENTS OF INCOME

CONDENSED STATEMENTS OF (LOSS) INCOME

(in thousands)

Years ended December 31,

2024 2023 2022

Stock compensation expense $ 14,043 $ 16,031 $ 20,632

Equity in net (income) loss from subsidiaries ( 87,185 ) ( 94,329 ) 100,426

Net income (loss) 71,154 73,697 ( 139,949 )

Equity in net (income) from subsidiaries ( 7,391 ) ( 87,185 ) ( 94,329 )

Net (loss) income ( 6,652 ) 71,154 73,697

Other comprehensive income (loss), net of tax:

Pension and postretirement benefits 855 1,120 ( 2,676 )

Net gain (loss) from hedging activities ( 12,126 ) 24,382 2,914

Net (loss) gain from hedging activities ( 2,644 ) ( 12,126 ) 24,382

Foreign currency translation ( 4,660 ) 4,056 ( 9,922 )

Total other comprehensive income ( 6,950 ) 11,784 10,196

Comprehensive income (loss) $ 64,204 $ 85,481 $ ( 129,753 )

Total other comprehensive (loss) income ( 6,449 ) ( 6,950 ) 11,784

Comprehensive (loss) income $ ( 13,101 ) $ 64,204 $ 85,481

See accompanying notes to condensed financial statements.

3 unchanged sentences

(in thousands, except share and per share amounts)

2023 December 31,

Investment in subsidiaries $ 700,460 $ 705,464

14 unchanged sentences

( 222,826 ) ( 226,710 )

Accumulated other comprehensive (loss) income ( 958 ) 5,992

Accumulated other comprehensive loss ( 7,407 ) ( 958 )

Total equity 700,460 705,464

5 unchanged sentences

(in thousands)

Years ended December 31,

2024 2023 2022

Cash flows from operating activities:

Net income (loss) $ 71,154 $ 73,697 $ ( 139,949 )

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 6,652 ) $ 71,154 $ 73,697

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Equity in net (income) from subsidiaries ( 7,391 ) ( 87,185 ) ( 94,329 )

1 unchanged sentence

Net cash provided by operating activities — — —

Cash flows from investing activities:

Distribution from subsidiaries — — 435,593

Net cash provided by investing activities — — 435,593

Cash flows from financing activities:

Dividends paid to stockholders — — ( 435,593 )

Net cash used in financing activities — — ( 435,593 )

Effect of exchange rate changes on cash and cash equivalents — — —

1 unchanged sentence

Cash and cash equivalents at beginning of period — — —

Cash and cash equivalents at end of period of continuing operations $ — $ — $ —

Cash and cash equivalents at end of period $ — $ — $ —

See accompanying notes to condensed financial statements.

14 unchanged sentences

Refer to Note 21 of the notes to the Ecovyst consolidated financial statements for a description of stock-based compensation.

Dividends Paid

On August 4, 2021, Ecovyst’s Board of Directors declared a special cash dividend of $ 3.20 per share, using the after tax cash proceeds from the sale of the Performance Chemicals business.

The dividend was paid on August 23, 2021 to the Company’s stockholders of record at the close of business on August 12, 2021.

Report of Independent Auditors

1 unchanged sentence

We have audited the accompanying financial statements of Zeolyst International (the “Partnership”), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of operations and accumulated earnings, of changes in partners’ capital and of cash flows for the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the three years in the period ended December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

65 unchanged sentences

Operating lease liability—noncurrent 5,450 5,599

Revolver — 10,000

Total liabilities 30,186 31,313

44 unchanged sentences

Depreciation and amortization 15,937 16,282 20,393

Loss (gain) on sale or disposal of capital assets 79 37 (5)

Loss on sale or disposal of capital assets 21 79 37

Amortization of deferred financing fees 33 33 51

15 unchanged sentences

Payments on revolver (5,000) (30,000) (36,000)

Revolver re-financing payments — — (150)

Payments of cash dividends (76,000) (56,000) (70,000)

74 unchanged sentences

The Partnership amortizes these intangible assets over a ten-year period and includes the expense in selling, general and administrative expenses on the accompanying statements of operations and accumulated earnings.

These investments are accounted for under the cost method of accounting.

The Partnership incurred intangible asset related amortization expense of $1,050 for the years ended December 31, 2024, 2023 and 2022, respectively, related to these investments.

17 unchanged sentences

Once the goods have been segregated in a designated space in the warehouse and the customer has been invoiced, title to the goods and risk of loss has transferred to the customer.

The customers have access to their products to inspect and can take possession of even prior to the scheduled delivery dates.

The customers have access to their products to inspect and can take possession prior to the scheduled delivery dates.

The Partnership may offer rebates to customers who have reached a specified volume of optional purchases.

6 unchanged sentences

A shipment is considered essential if each individual shipment has no value to the customer on a stand-alone basis and if the remaining shipment is not considered inconsequential and perfunctory.

The Partnership currently reserves 2% of the Hydrocracking catalyst sales due to a clause in the contract that allows customers to return up to 5% of the unused products they purchase within 90 days, and based on historical experience.

The total sales returns reserve was $1,052 for the years ended December 31, 2023 and 2022, respectively.

Shipping and Handling Costs.

The Partnership classifies costs related to shipping and handling of products shipped to customers as cost of goods sold.

The Partnership currently reserves approximately 2% of the Hydrocracking catalyst sales due to a clause in the contract that allows customers to return up to 5% of the unused products they purchase within 90 days, and based on historical experience.

The total sales returns reserve was $1,188 and $1,052 for the years ended December 31, 2024 and 2023, respectively.

Shipping and Handling.

Amounts billed to a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for the goods provided and are classified as revenue.

Costs related to shipping and handling of

ZEOLYST INTERNATIONAL

1 unchanged sentence

(in thousands)

products shipped to customers are classified as cost of goods sold.

See Note 5 for disclosures regarding the recognition of revenue for shipping and handling costs that are billed to customers.

Research and Development:

17 unchanged sentences

Although the Partnership has determined that this error did not have a material impact on its previously issued financial statements, it has revised the accompanying financial statements to correct for this error and to reflect the associated decrease in cost of goods sold of $5.9 million and $2.6 million for the years ended December 31, 2023 and December 31, 2022, respectively.

In connection with this revision, the Partnership also corrected other immaterial errors in the prior periods, including certain errors that had previously been adjusted for as out of period corrections in the period identified.

The revisions had no net impact on cash flows from operating, investing or financing activities in the accompanying statements of cash flows.

The applicable notes to the accompanying financial statements have also been revised to correct for these errors.

The following table summarizes the effect of the revisions on the affected line items within the accompanying statements of operations and accumulated earnings:

The revision had no net impact on cash flows from operating, investing or financing activities in the accompanying statements of cash flows.

The applicable notes to the accompanying financial statements have also been revised to correct for this error.

The following table summarizes the effect of the revision on the affected line items within the accompanying statements of operations and accumulated earnings:

December 31, 2023 Year ended

10 unchanged sentences

(in thousands)

The following table summarizes the effect of the revisions on the affected line items within the balance sheets:

The following table summarizes the effect of the revision on the affected line items within the balance sheets:

December 31, 2023

3 unchanged sentences

Total assets 360,746 2,504 363,250

Trade accounts payable 16,399 (8,175) 8,224

Total current liabilities 34,991 (8,175) 26,816

Total liabilities 50,712 (8,175) 42,537

PARTNERS’ CAPITAL

2 unchanged sentences

Total liabilities and partners' capital 360,746 2,504 363,250

The following table summarizes the effect of the revision on the affected line items within the statements of cash flows:

December 31, 2023 Year ended

December 31, 2022

As reported Adjustment As revised As reported Adjustment As revised

Cash flows from operating activities:

Net income $ 64,414 $ 5,930 $ 70,344 $ 71,351 $ 2,646 $ 73,997

Working capital changes that provided (used) cash:

Inventories 21,222 (5,930) 15,292 (24,764) (2,646) (27,410)

Recently Issued Accounting Standards:

In October 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to amend either presentation or disclosure requirements related to fourteen subtopics in the FASB Accounting Standards Codification, that are currently in the SEC Regulation S-X or Regulation S-K.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance requiring public business entities to disclose additional information on the nature of certain expenses presented in the income statement.

The new guidance requires tabular disclosure of significant expense categories and qualitative descriptions for amounts not disaggregated from relevant expense categories.

Public business entities are required to define selling expenses and disaggregate the components.

The new guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The requirements must be applied prospectively however public business entities have the option to apply the guidance retrospectively.

The disclosure will be implemented as required for the fiscal year ended December 31, 2027.

The Partnership is currently evaluating the impact of this guidance.

The new guidance was issued in response to the SEC’s ruling on disclosure simplification.

2 unchanged sentences

The Partnership is currently evaluating the impact of the new guidance as it pertains to the fourteen subtopics that would impact the business and will apply prospectively once in effect.

The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance is optional and may be elected over time as reference rate reform activities occur.

During the year ended December 31, 2020, the Partnership elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

In March 2023, the Partnership amended the revolving line to replace LIBOR with a secured overnight financing rate (“SOFR”) as the benchmark interest rate.

See Note 11 to these accompanying financial statements for further information.

ZEOLYST INTERNATIONAL

24 unchanged sentences

Practical Expedients and Accounting Policy Elections

The Partnership has elected to use certain practical expedients and has made certain accounting policy elections as permitted under the new revenue recognition guidance.

The Partnership has elected to use certain practical expedients and has made certain accounting policy elections as permitted under the revenue recognition guidance.

Certain of the Partnership’s contracts with customers are based on an individual purchase order;

39 unchanged sentences

Depreciation expense was $14,871, $15,217 and $19,254 for the years ended December 31, 2024, 2023 and 2022, respectively.

Disposal of assets reduced PP&E and accumulated depreciation by $521, $1,014, and $192, respectively with $79 loss for the year ended December 31, 2023, and a $37 loss and a $5 gain to earnings for the years ended December 31, 2022 and 2021, respectively.

Disposal of assets reduced gross property, plant and equipment by $610, $521 and $1,014, respectively with a loss of $21, $79 and $37 for the years ended December 31, 2024, 2023 and 2022, respectively.

Operating lease costs of $310 are included in cost of goods sold on the accompanying statements of operations and accumulated earnings for the years ended December 31, 2024, 2023 and 2022, respectively.

2 unchanged sentences

The current portion of the lease liability is included on the Partnership’s balance sheets in other current liabilities.

There was no finance lease costs for the year ended December 31, 2023.

There were no finance lease costs for the year ended December 31, 2024.

Maturities of lease liabilities as of December 31, 2024 are as follows:

41 unchanged sentences

By letter dated January 19, 2024, Shell provided a notice of termination of the Tolling Agreement effective twenty-four months from the date of such letter.

The parties are currently negotiating a possible new agreement to replace the Tolling Agreement.

The Partnership pays Shell a daily charge rate based on the actual days of production.

Negotiations are advancing between the parties to create a replacement for the Tolling Agreement, which is set to terminate in January 2026.

The Partnership pays Shell for materials utilized plus a daily charge rate based on the actual days of production.

This charge is included in cost of goods sold and totaled $27,610, $28,698 and $20,134 for the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, for certain capital expenditures, that are beneficial to the Partnership, the parties will mutually agree on future adjustments to the daily charge rates or propose an alternative method of the Partnership’s contribution to those costs.

During 2007, the Partnership entered into a License Agreement with a third party to obtain exclusive licensing rights to use the technology in the manufacturing, using and selling of Powder catalyst and Shaped catalyst.

The consideration for the licensing rights includes (1) a down payment of $3,200 payable in six annual installments to acquire the product license, and (2) royalty payments at a rate of 10% of the Powder and Shaped Net Sale price during the royalty period.

As of December 31, 2021, the partnership has paid in full the $3,200 down payment.

The product license intangible is being amortized over the life of the agreement on a straight-line basis, which is estimated to be 15 years.

The royalty period of 10 years began in 2013, immediately after the date on which the Partnership had cumulatively produced the first 250 metric tons of Powder and Shaped catalyst.

If at the end of the Royalty Period, the cumulative royalties actually paid by the Partnership is less than $3,000, the Partnership will be obligated to pay the difference between the $3,000 and the actual cumulative royalty amount.

The agreement ended in 2022 and the Partnership paid $216 in March 2022.

Amortization expense of $89 and $213 was recognized for the years ended December 31, 2022 and 2021, respectively.

There were no liabilities recorded related this agreement for the year ended in December 31, 2022.

Related Party Transactions:

19 unchanged sentences

In addition, certain product demonstration costs of $1,029, $1,819 and $1,621 during the years ended December 31, 2024, 2023 and 2022, respectively, were recorded in the cost of goods sold line of the accompanying statements of operations and accumulated earnings.

The Partnership recognized $236 sales to Ecovyst for the year ended December 31, 2023, while no sales were made to Ecovyst during the years ended December 31, 2022 and 2021, respectively.

The Partnership recognized no sales to Ecovyst for the year ended December 31, 2024, $236 of sales to Ecovyst for the year ended December 31, 2023 and no sales to Ecovyst during the year ended December 31, 2022.

As of December 31, 2024 and 2023, the accounts payable to affiliates consisted of $2,794 and $3,164 due to Ecovyst.

As of December 31, 2024 and 2023, there were no trade receivables due from Ecovyst.

On December 18, 2013, PQ and ZI, entered into a real estate tax abatement agreement with the Unified Government of Wyandotte County and Kansas City, Kansas, assigned by PQ to Ecovyst in 2021, that will utilize an Industrial Revenue Bond financing structure to achieve a 75% real estate tax abatement on the value of the improvements that will be constructed during the expansion of Ecovyst’s and ZI’s facilities at the jointly-operated Kansas City, Kansas plant.

During the year ended December 31, 2020, the original IRB financing structure from December 2013 was exhausted.

In order to fund future plant expansions, the Partnership entered into an additional IRB financing structure with similar terms and conditions, which also provides for 75% real estate tax abatements on the value of future improvements.

In December 2013 and annually thereafter, Ecovyst and the Partnership entered into ten year real estate tax abatement agreements with the Unified Government of Wyandotte County in Kansas City, Kansas (the “Unified Government”).

The agreements utilize an Industrial Revenue Bond (“IRB,” “IRBs”) financing structure to achieve a 75% real estate tax abatement on the value of the improvements that were constructed during the expansion of the then-current fiscal year to Ecovyst and the Partnership’s facilities at the jointly-operated Kansas City, Kansas plant.

The IRB financing structure requires Ecovyst to lease its rights to the facility improvements to the Unified Government, which leases the improvements back to Ecovyst.

Ecovyst’s rental payments under the sub-leases of the improvements are equal to the amount of the interest payable on the IRBs that the Unified Government sells to Ecovyst.

Ecovyst’s sublease payment obligations and the IRB interest payment receivables have been presented net, as the sublease rental payment obligations and the IRB interest payment receivables meet the criteria for right of set off conditions under GAAP.

Shell Catalysts & Technologies

8 unchanged sentences

These amounts are included in the selling, general and administrative line item in the accompanying statements of operations and accumulated earnings.

As of December 31, 2023 and 2022, the accounts payable to affiliates balance consisted of $9,014 and $11,570, respectively, due to Shell.

Included in trade accounts receivable as of December 31, 2023 and 2022 was $36,149 and $36,030, respectively, of receivables related to sales transacted through Shell, as described above.

Shell constructed a manufacturing asset at its facility wherein the Partnership agreed to share the cost of construction as both parties benefit from the associated asset.

The asset was placed in service in 2024 and is being

ZEOLYST INTERNATIONAL

1 unchanged sentence

(in thousands)

depreciated using the straight-line method over its estimated useful life.

As of December 31, 2024, the balance of this asset amounted to $9,309, and is recorded in other long-term assets on the balance sheet.

Depreciation expense related to this asset is $78 for the year ended December 31, 2024.

As of December 31, 2024 and 2023, the accounts payable to affiliates balance consisted of $5,770 and $9,014, respectively, due to Shell.

Included in trade accounts receivable as of December 31, 2024 and 2023 was $3,666 and $36,149, respectively, of receivables related to sales transacted through Shell, as described above.

is a limited partnership formed in 1993 pursuant to a joint venture agreement between PQ Zeolites B.V.

11 unchanged sentences

These costs are a component of production costs and are included in the cost of goods sold line item in the accompanying statements of operations and accumulated earnings when the inventory is sold.

As of December 31, 2023 and 2022, the accounts receivable from affiliates balance consisted of $7,111 and $6,592, respectively, due from Zeolyst C.V.

As of December 31, 2023 and 2022, there were no accounts payable due to Zeolyst C.V.

There were no accounts receivable from affiliates due from Zeolyst C.V.

as of December 31, 2024 and $7,111 of accounts receivable from affiliates due from Zeolyst C.V.

as of December 31, 2023.

There were $4,772 of accounts payable due to Zeolyst C.V.

as of December 31, 2024 and no accounts payable due to Zeolyst C.V.

as of December 31, 2023.

Subsequent Events:

1 unchanged sentence

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