What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 344 added, 344 removed, 561 unchanged (55% of the section changed)

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(in thousands, except share and per share amounts)

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Operating income 28,275 27,543 43,074 62,691

Equity in net (income) from affiliated companies ( 1,928 ) ( 1,392 ) ( 10,844 ) ( 3,464 )

Interest expense, net 8,368 7,912 24,802 27,068

Debt modification and extinguishment costs — — 960 4,560

Other expense, net 570 410 755 627

Income before income taxes 8,050 11,375 3,901 13,775

Other (income) expense, net ( 660 ) 190 ( 300 ) 645

Income from continuing operations before income taxes 20,567 19,441 17,612 30,418

Provision for income taxes 20,195 4,602 19,974 8,029

Net income $ 5,986 $ 8,295 $ 2,389 $ 9,516

Net income per share:

Basic income per share $ 0.05 $ 0.07 $ 0.02 $ 0.08

Diluted income per share $ 0.05 $ 0.07 $ 0.02 $ 0.08

Net income (loss) from continuing operations 372 14,839 ( 2,362 ) 22,389

Net (loss) income from discontinued operations, net of tax ( 79,627 ) ( 588 ) ( 74,504 ) 1,378

Net (loss) income $ ( 79,255 ) $ 14,251 $ ( 76,866 ) $ 23,767

Net (loss) income per share:

Basic income (loss) per share - continuing operations $ — $ 0.13 $ ( 0.02 ) $ 0.19

Diluted income (loss) per share - continuing operations $ — $ 0.13 $ ( 0.02 ) $ 0.19

Basic (loss) income per share - discontinued operations $ ( 0.70 ) $ ( 0.01 ) $ ( 0.64 ) $ 0.01

Diluted (loss) income per share - discontinued operations $ ( 0.69 ) $ ( 0.01 ) $ ( 0.64 ) $ 0.01

Basic (loss) income per share $ ( 0.70 ) $ 0.12 $ ( 0.66 ) $ 0.20

Diluted (loss) income per share $ ( 0.69 ) $ 0.12 $ ( 0.66 ) $ 0.20

Weighted average shares outstanding:

3 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net income $ 5,986 $ 8,295 $ 2,389 $ 9,516

Other comprehensive income (loss), net of tax:

Net (loss) income $ ( 79,255 ) $ 14,251 $ ( 76,866 ) $ 23,767

Other comprehensive (loss) income, net of tax:

Pension and postretirement benefits ( 1 ) 3 169 527

Net (loss) gain from hedging activities ( 2,410 ) ( 1,075 ) ( 6,714 ) 2,789

Net loss from hedging activities ( 1,363 ) ( 11,654 ) ( 8,077 ) ( 8,865 )

Foreign currency translation ( 1,669 ) 6,403 11,444 4,040

Total other comprehensive income (loss) 6,343 ( 1,224 ) 6,569 950

Comprehensive income $ 12,329 $ 7,071 $ 8,958 $ 10,466

Total other comprehensive (loss) income ( 3,033 ) ( 5,248 ) 3,536 ( 4,298 )

Comprehensive (loss) income $ ( 82,288 ) $ 9,003 $ ( 73,330 ) $ 19,469

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2025 December 31,

4 unchanged sentences

Prepaid and other current assets 13,495 10,931

Current assets held for sale 91,813 83,684

Total current assets 297,060 303,714

Investments in affiliated companies 346,495 349,308

Property, plant and equipment, net 481,197 458,684

3 unchanged sentences

Other long-term assets 37,904 37,342

Long-term assets held for sale 489,051 575,210

Total assets $ 1,734,775 $ 1,802,321

3 unchanged sentences

Accrued liabilities 48,714 39,825

Current liabilities held for sale 17,705 24,582

Total current liabilities 132,087 115,126

3 unchanged sentences

Other long-term liabilities 2,809 3,146

Long-term liabilities held for sale 651 2,168

Total liabilities 1,126,909 1,101,861

2 unchanged sentences

authorized shares 450,000,000 ;

issued shares 140,872,846 and 140,872,846 on June 30, 2025 and December 31, 2024, respectively;

outstanding shares 114,487,661 and 116,534,803 on June 30, 2025 and December 31, 2024, respectively

issued shares 140,872,846 and 140,872,846 on September 30, 2025 and December 31, 2024, respectively;

outstanding shares 114,019,414 and 116,534,803 on September 30, 2025 and December 31, 2024, respectively

Preferred stock ($ 0.01 par);

authorized shares 50,000,000 ;

no shares issued or outstanding on June 30, 2025 and December 31, 2024

no shares issued or outstanding on September 30, 2025 and December 31, 2024

Additional paid-in capital 1,105,604 1,106,792

1 unchanged sentence

Treasury stock, at cost;

shares 26,385,185 and 24,338,043 on June 30, 2025 and December 31, 2024, respectively

shares 26,853,432 and 24,338,043 on September 30, 2025 and December 31, 2024, respectively

( 240,902 ) ( 222,826 )

3 unchanged sentences

See accompanying notes to condensed consolidated financial statements.

-ECOVYST INC.

AND SUBSIDIARIES

9 unchanged sentences

Tax withholdings on equity award vesting

— — — ( 1,477 ) — ( 1,477 )

Stock compensation expense — 3,072 — — — 3,072

8 unchanged sentences

Balance, June 30, 2025 $ 1,409 $ 1,103,528 $ ( 175,119 ) $ ( 236,593 ) $ ( 838 ) $ 692,387

Net loss — — ( 79,255 ) — — ( 79,255 )

Other comprehensive loss — — — — ( 3,033 ) ( 3,033 )

Repurchases of common shares — — — ( 5,540 ) — ( 5,540 )

Excise tax on repurchases of common shares — — — ( 42 ) — ( 42 )

Stock compensation expense — 2,918 — — — 2,918

Shares issued under equity incentive plan, net of forfeitures — ( 842 ) — 1,273 — 431

Balance, September 30, 2025 $ 1,409 $ 1,105,604 $ ( 254,374 ) $ ( 240,902 ) $ ( 3,871 ) $ 607,866

stock Additional

11 unchanged sentences

Net income — — 8,295 — — 8,295

Other comprehensive income — — — — ( 1,224 ) ( 1,224 )

Other comprehensive loss — — — — ( 1,224 ) ( 1,224 )

Repurchases of common shares — — — ( 5,010 ) — ( 5,010 )

2 unchanged sentences

Balance, June 30, 2024 $ 1,409 $ 1,100,749 $ ( 161,340 ) $ ( 223,527 ) $ ( 8 ) $ 717,283

Net income — — 14,251 — — 14,251

Other comprehensive loss — — — — ( 5,248 ) ( 5,248 )

Stock compensation expense — 2,952 — — — 2,952

Shares issued under equity incentive plan, net of forfeitures — ( 340 ) — 472 — 132

Balance, September 30, 2024 $ 1,409 $ 1,103,361 $ ( 147,089 ) $ ( 223,055 ) $ ( 5,256 ) $ 729,370

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

Net income $ 2,389 $ 9,516

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

Net (loss) income $ ( 76,866 ) $ 23,767

Net loss (income) from discontinued operations 74,504 ( 1,378 )

Net (loss) income from continuing operations ( 2,362 ) 22,389

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

Depreciation 50,002 44,506

2 unchanged sentences

Debt extinguishment costs — 90

Foreign currency exchange loss 395 155

Deferred income tax provision (benefit) 18,940 ( 3,424 )

1 unchanged sentence

Stock compensation 7,551 8,291

Equity in net (income) from affiliated companies ( 10,844 ) ( 3,464 )

Dividends received from affiliated companies 20,000 33,000

Other, net ( 7,200 ) ( 7,894 )

5 unchanged sentences

Accrued liabilities 6,210 ( 3,998 )

Net cash provided by operating activities, continuing operations 77,561 65,995

Net cash provided by operating activities, discontinued operations 20,986 40,400

Net cash provided by operating activities 98,547 106,395

2 unchanged sentences

Business combinations ( 41,315 ) —

Other, net — ( 200 )

Net cash used in investing activities, continuing operations ( 92,911 ) ( 42,961 )

Net cash used in investing activities, discontinued operations ( 15,549 ) ( 13,264 )

Net cash used in investing activities ( 108,460 ) ( 56,225 )

Nine months ended

September 30,

Cash flows from financing activities:

3 unchanged sentences

Tax withholdings on equity award vesting ( 1,477 ) ( 1,218 )

Repayment of financing obligation ( 1,651 ) ( 1,478 )

Other, net 456 153

Net cash used in financing activities, continuing operations ( 35,026 ) ( 12,758 )

Net cash used in financing activities, discontinued operations ( 2,433 ) ( 2,354 )

Net cash used in financing activities ( 37,459 ) ( 15,112 )

3 unchanged sentences

Cash and cash equivalents at end of period 99,108 123,474

cash, cash equivalents, and restricted cash of discontinued operations ( 17,132 ) ( 23,228 )

Cash, cash equivalents and restricted cash at end of period of continuing operations $ 81,976 $ 100,246

For supplemental cash flow disclosures, see Note 19.

5 unchanged sentences

Description of Business

and subsidiaries (the “Company” or “Ecovyst”) is a leading integrated and innovative global provider of advanced materials, specialty catalysts, virgin sulfuric acid and sulfuric acid regeneration services.

The Company supports customers globally through its strategically located network of manufacturing facilities.

and subsidiaries (the “Company” or “Ecovyst”) is a leading provider of virgin sulfuric acid and sulfuric acid regeneration services.

The Company supports customers through its strategically located network of manufacturing facilities.

The Company believes that its products and services contribute to improving the sustainability of the environment.

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.

The Company has a uniquely positioned specialty business, Ecoservices, which 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.

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.

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.

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

These demand fluctuations result in higher sales and working capital requirements in the second and third quarters.

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The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

On September 10, 2025, the Company entered into a definitive agreement to sell its Advanced Materials & Catalysts business for a purchase price of $ 556,000 , subject to certain purchase price adjustments as set forth in the agreement.

Upon entering into the definitive agreement, the transaction met the held for sale criteria under ASC 360 and consequently the financial results of the Advanced Materials & Catalysts business are reported in discontinued operations in the condensed consolidated financial statements for all periods presented.

See Note 3 for more information on this transaction.

The notes to the condensed consolidated financial statements, unless otherwise indicated, are on a continuing operations basis.

New Accounting Standards:

15 unchanged sentences

Accounting Standards Not Yet Adopted

In July 2025, FASB issued guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606 .

This new guidance introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The new guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of this guidance.

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

11 unchanged sentences

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.

For entities subject to existing SEC disclosure requirements, the effective date of each amendment of the topics will be the date that the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

The guidance must be applied prospectively, with no early adoption permitted for entities subject to those existing SEC disclosures.

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Advanced Materials & Catalysts Divestiture

On September 10, 2025, the Company entered into a definitive agreement to sell its Advanced Materials & Catalysts business to Technip Energies N.V.

for a purchase price of $ 556,000 , subject to certain adjustments including for indebtedness, cash, working capital and transaction expenses, as set forth in the definitive agreement (the “Advanced Materials & Catalysts Sale”).

The Advanced Materials & Catalysts Sale is expected to be completed in the first quarter of 2026, subject to regulatory approvals and customary closing conditions.

In the third quarter of 2025, the Advanced Materials & Catalysts business met the criteria set forth in ASC 205-20 , as the sale represents a strategic shift that will have a major effect on the Company’s operations and financial results.

As a result, the Company’s condensed consolidated financial statements for all periods presented reflect the Advanced Materials & Catalysts business as a discontinued operation.

The Advanced Materials & Catalysts business historically represented a reportable segment of the Company.

As a result of the Advanced Materials & Catalysts business meeting held for sale criteria in the third quarter of 2025, the Company is required to measure the disposal group at the lower of its carrying values or fair values less costs to sell.

As such, the Company performed an impairment analysis using a fair value estimate based on the agreed upon arm's length sales price resulting in the recognition of an impairment charge for assets classified as held for sale of $ 83,898 during the three months ended September 30, 2025.

This impairment charge primarily consisted of a $ 49,636 impairment charge to goodwill along with a $ 34,262 valuation allowance on assets held for sale.

The final fair value estimate at the completion of the sale could vary from the current fair value estimate.

The Company’s estimate of fair value will be evaluated and additional impairments or recoveries of amounts previously impaired may be recognized in future periods until the divestiture is complete.

The following table summarizes the results of discontinued operations related to the Advanced Materials & Catalysts business for the three and nine months ended September 30, 2025 and 2024, respectively:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Sales $ 21,609 $ 25,308 $ 64,760 $ 73,104

Cost of goods sold 14,802 15,740 41,874 45,911

Gross profit 6,807 9,568 22,886 27,193

Selling, general and administrative expenses 4,471 4,772 14,367 14,414

Impairment of assets held for sale 83,898 — 83,898 —

Other operating expense, net 4,217 798 8,298 2,128

Operating (loss) income ( 85,779 ) 3,998 ( 83,677 ) 10,651

Equity in net (income) from affiliated companies ( 2,261 ) 922 ( 13,104 ) ( 2,543 )

Interest expense, net (1)

2,801 3,393 8,494 10,541

Other (income) expense, net ( 31 ) 376 364 548

(Loss) income from discontinued operations before income taxes ( 86,288 ) ( 693 ) ( 79,431 ) 2,105

(Benefit) provision for income taxes ( 6,661 ) ( 105 ) ( 4,927 ) 727

(Loss) income from discontinued operations, net of tax $ ( 79,627 ) $ ( 588 ) $ ( 74,504 ) $ 1,378

(1) Upon the close of the Advanced Materials & Catalysts Sale and finalization of net cash proceeds, the Company will be required to provide partial repayment under its Term Loan Credit Agreement dated as of January 30, 2025 (“2025 Term Loan Facility”).

As such, interest expense has been allocated to discontinued operations on the basis of the Company’s estimated mandatory partial repayment of the 2025 Term Loan Facility.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes the assets and liabilities of discontinued operations related to the Advanced Materials & Catalysts divestiture as of September 30, 2025 and December 31, 2024, respectively:

September 30,

2025 December 31,

Cash and cash equivalents $ 17,132 $ 14,623

Accounts receivables, net 20,082 24,733

Inventories, net 47,190 39,153

Prepaid and other current assets 7,409 5,175

Current assets held for sale $ 91,813 $ 83,684

Investments in affiliated companies $ 343,783 $ 349,308

Property, plant and equipment, net 113,254 110,591

Goodwill 29,687 77,513

Other intangible assets, net 29,036 30,713

Right-of-use lease assets 830 476

Other long-term assets 6,723 6,609

Valuation allowance on assets held for sale ( 34,262 ) —

Long-term assets held for sale $ 489,051 $ 575,210

Accounts payable $ 5,300 $ 10,992

Operating lease liabilities—current 351 214

Accrued liabilities 12,054 13,376

Current liabilities held for sale $ 17,705 $ 24,582

Deferred income taxes $ 70 $ —

Operating lease liabilities—noncurrent 479 262

Other long-term liabilities 102 1,906

Long-term liabilities held for sale $ 651 $ 2,168

The disposal group includes the Company’s investment in an affiliated company, which was historically accounted for under the equity method.

The following table provides summarized financial information of the combined investments in affiliated companies that were included within the divested business unit:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Sales $ 79,128 $ 76,568 $ 237,238 $ 204,073

Gross profit 16,180 9,200 58,132 43,129

Operating income (loss) 5,803 ( 1,608 ) 28,053 10,976

Net income (loss) 5,463 ( 623 ) 29,190 11,387

Certain administrative services are provided to the affiliated company by the Company.

The Company charged $ 576 and $ 1,728 for the three and nine months ended September 30, 2025 and $ 687 and $ 2,062 for the three and nine months ended September 30, 2024, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of (loss) income.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Revenue from Contracts with Customers:

Disaggregated Revenue

The Company’s primary means of disaggregating revenue is by reportable segments, which can be found in Note 17 to these condensed consolidated financial statements.

The Company’s portfolio of products is integrated into a variety of end uses, which are described in the table below.

The Company’s primary means of disaggregating revenue is by key end uses, which are described in the table below.

Key End Uses Key Products

Clean fuels, emission control & other • Refining hydrocracking catalysts

• Emission control catalysts

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

• Catalysts used in production of sustainable aviation fuels

• Catalyst activation

• Aluminum sulfate solution

• Ammonium bisulfite solution

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

• Antiblock for film packaging

• Catalysts for advanced recycling

Regeneration and treatment services • Sulfuric acid regeneration services

3 unchanged sentences

• Virgin sulfuric acid derivatives for nylon production

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables disaggregate the Company’s sales, by segment and end uses, for the three and six months ended June 30, 2025 and 2024, respectively:

Three months ended June 30, 2025

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 8,946 $ — $ 8,946

Polyethylene, polymers & engineered plastics — 24,063 24,063

Regeneration and treatment services (1)

92,788 — 92,788

Industrial, mining & automotive 74,331 — 74,331

Total segment sales $ 176,065 $ 24,063 $ 200,128

Three months ended June 30, 2024

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 8,614 $ — $ 8,614

Polyethylene, polymers & engineered plastics — 28,862 28,862

Regeneration and treatment services (1)

95,365 — 95,365

Industrial, mining & automotive 49,979 — 49,979

Total segment sales $ 153,958 $ 28,862 $ 182,820

Six months ended June 30, 2025

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 16,929 $ — $ 16,929

Polyethylene, polymers & engineered plastics — 43,151 43,151

Regeneration and treatment services (1)

Other • Catalyst activation

• Aluminum sulfate solution

• Ammonium bisulfite solution

The following table disaggregates the Company’s sales by key end uses, for the three and nine months ended September 30, 2025 and 2024, respectively:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Industrial, mining & automotive 130,211 — 130,211

Total segment sales $ 319,175 $ 43,151 $ 362,326

Six months ended June 30, 2024

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 16,003 $ — $ 16,003

Polyethylene, polymers & engineered plastics — 47,797 47,797

Regeneration and treatment services (1)

1 unchanged sentence

Industrial, mining & automotive 96,430 53,291 226,641 154,165

Total segment sales $ 295,560 $ 47,797 $ 343,357

Other 9,320 9,539 26,249 25,542

Total sales $ 204,907 $ 153,867 $ 524,082 $ 449,428

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

(2) The Company does not record its 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 as revenue and such sales are not consolidated within its results of operations.

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value Measurements:

13 unchanged sentences

Such inputs include market interest rates and volatilities, spreads and yield curves.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

• Level 3—Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement.

1 unchanged sentence

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 June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

2025 Quoted Prices in

14 unchanged sentences

Interest rate caps (Note 12) $ 710 $ — $ 710 $ —

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Derivative contracts

6 unchanged sentences

For OTC derivatives that trade in liquid markets, such as forward contracts, swaps and options, model inputs can generally be corroborated by observable market data by correlation or other means, and model selection does not involve significant management judgment.

As of June 30, 2025, th e Company had interest rate c aps th at were fair valued using Level 2 inputs.

As of September 30, 2025, th e Company had interest rate c aps th at were fair valued using Level 2 inputs.

In addition, the Company applies a credit valuation adjustment to reflect credit risk which is calculated based on credit default swaps.

2 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.

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 condensed consolidated statements of income.

In July 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 condensed consolidated balance sheet.

As of June 30, 2025, the carrying value in Pajarito was $ 4,500 .

There were no remeasurement events or recognized gains or losses for the three and six months ended June 30, 2025.

AND SUBSIDIARIES

3 unchanged sentences

Accumulated Other Comprehensive Loss

The following tables present the tax effects of each component of other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, respectively:

Three months ended June 30,

The following tables present the tax effects of each component of other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024, respectively:

Three months ended September 30,

Pre-tax amount Tax benefit/(expense) After-tax amount Pre-tax amount Tax benefit/(expense) After-tax amount

Defined benefit and other postretirement plans:

Net gain $ 226 $ ( 55 ) $ 171 $ 714 $ ( 178 ) $ 536

Net (loss) gain $ ( 1 ) $ — $ ( 1 ) $ 11 $ ( 3 ) $ 8

Net prior service cost — — — ( 7 ) 2 ( 5 )

2 unchanged sentences

Foreign currency translation ( 1,669 ) — ( 1,669 ) 6,403 — 6,403

Other comprehensive income (loss) $ 5,594 $ 749 $ 6,343 $ ( 1,405 ) $ 181 $ ( 1,224 )

Six months ended June 30,

Other comprehensive loss $ ( 3,487 ) $ 454 $ ( 3,033 ) $ ( 9,132 ) $ 3,884 $ ( 5,248 )

Nine months ended September 30,

amount Tax benefit/

6 unchanged sentences

Benefit plans, net 224 ( 55 ) 169 702 ( 175 ) 527

Net (loss) gain from hedging activities ( 8,952 ) 2,238 ( 6,714 ) 3,719 ( 930 ) 2,789

Net loss from hedging activities ( 10,769 ) 2,692 ( 8,077 ) ( 11,820 ) 2,955 ( 8,865 )

Foreign currency translation 11,444 — 11,444 4,040 — 4,040

Other comprehensive income $ 4,386 $ 2,183 $ 6,569 $ 2,054 $ ( 1,104 ) $ 950

The following tables present the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, by component for the six months ended June 30, 2025 and 2024, respectively:

Other comprehensive income (loss) $ 899 $ 2,637 $ 3,536 $ ( 7,078 ) $ 2,780 $ ( 4,298 )

The following tables present the changes in accumulated other comprehensive loss (“AOCI”), net of tax, by component for the nine months ended September 30, 2025 and 2024, respectively:

Defined benefit

7 unchanged sentences

Net current period other comprehensive income (loss) 169 ( 8,077 ) 11,444 3,536

June 30, 2025 $ 1,637 $ 3,188 $ ( 5,663 ) $ ( 838 )

September 30, 2025 $ 1,636 $ 1,825 $ ( 7,332 ) $ ( 3,871 )

December 31, 2023 $ 612 $ 12,546 $ ( 14,116 ) $ ( 958 )

Other comprehensive income (loss) before reclassifications 540 9,778 ( 2,363 ) 7,955

Other comprehensive income before reclassifications 549 1,657 4,040 6,246

Amounts reclassified from AOCI (1)

1 unchanged sentence

Net current period other comprehensive income (loss) 527 ( 8,865 ) 4,040 ( 4,298 )

June 30, 2024 $ 1,136 $ 15,335 $ ( 16,479 ) $ ( 8 )

September 30, 2024 $ 1,139 $ 3,681 $ ( 10,076 ) $ ( 5,256 )

(1) See the following table for details about these reclassifications.

3 unchanged sentences

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

The following table presents the reclassifications out of AOCI for the three and six months ended June 30, 2025 and 2024, respectively:

The following table presents the reclassifications out of AOCI for the three and nine months ended September 30, 2025 and 2024, respectively:

Details about AOCI Components Amounts reclassified from AOCI (1)

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Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

14 unchanged sentences

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.

On April 27, 2022, the Company’s board of directors (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 (the “Stock Repurchase Program”).

On October 30, 2025, the Board amended the Stock Repurchase Program to remove the limitation that all repurchases must be made within the four-year period from the date of original 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.

During the six months ended June 30, 2025, the Company repurchased 2,926,152 shares on the open market at an average price of $ 7.47 per share, for a total of $ 21,859 , excluding brokerage commissions and accrued excise tax.

During the six months ended June 30, 2025, the Company accrued $ 151 of excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 18 to these condensed consolidated financial statements).

As of June 30, 2025, $ 207,735 was available for share repurchases under the program.

During the six months ended June 30, 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.

During the six months ended June 30, 2024, the 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 18 to these condensed consolidated financial statements).

During the nine months ended September 30, 2025, the Company repurchased 3,536,364 shares on the open market at an average price of $ 7.74 per share, for a total of $ 27,387 , excluding brokerage commissions and accrued excise tax.

During the nine months ended September 30, 2025, the Company accrued $ 193 of excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 17 to these condensed consolidated financial statements).

As of September 30, 2025, $ 202,207 was available for share repurchases under the program.

During the nine months ended September 30, 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.

During the nine months ended September 30, 2024, the 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 17 to these condensed consolidated financial statements).

AND SUBSIDIARIES

4 unchanged sentences

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 189,446 and 128,801 shares delivered to the Company to cover tax payments for the six months ended June 30, 2025 and 2024, respectively, and the fair value of those shares withheld were $ 1,477 and $ 1,218 for the six months ended June 30, 2025 and 2024, respectively.

The change in the carrying amount of goodwill for the six months ended June 30, 2025 is summarized as follows:

Ecoservices Advanced Materials & Catalysts Total

There were 189,446 and 128,801 shares delivered to the Company to cover tax payments for the nine months ended September 30, 2025 and 2024, respectively, and the fair value of those shares withheld were $ 1,477 and $ 1,218 for the nine months ended September 30, 2025 and 2024, respectively.

The following table provides a summary of the changes in the carrying amount of goodwill associated with the Ecoservices segment for the nine months ended September 30, 2025:

Balance as of December 31, 2024 $ 326,589

Goodwill recognized (Note 8) 363

Foreign exchange impact — 2,284 2,284

Balance as of June 30, 2025 $ 326,952 $ 79,797 $ 406,749

Balance as of September 30, 2025 $ 326,952

The Company completes its annual goodwill and indefinite-lived intangible assets impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment.

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

As of October 1, 2024, the date of the Company’s most recent quantitative assessments, the fair values of each of the Company’s reporting units and the fair values of the Company’s indefinite-lived trade names and trademarks exceeded their respective carrying values.

During the six months ended June 30, 2025, the Company did not identify any events or circumstances that would more likely than not reduce the fair value of the Company's reporting units below their respective carrying values.

The estimated fair value of the Advanced Materials & Catalysts reporting unit exceeded its carrying value on October 1, 2024 by over 15 %.

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

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

As of October 1, 2024, the date of the Company’s most recent quantitative assessments, the fair value of the Company’s reporting unit and the fair value of the Company’s indefinite-lived trade names and trademarks exceeded their respective carrying values.

During the nine months ended September 30, 2025, the Company did not identify any events or circumstances that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying value.

AND SUBSIDIARIES

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Customer relationships $ 2,390 15

Net sales and net income attributable to Cornerstone during the period from the Closing Date through June 30, 2025 were immaterial.

Pro forma financial information has not been presented as it is immaterial for the three and six months ended June 30, 2025.

Acquisition and integration costs were $ 806 and $ 2,755 for the three and six months ended June 30, 2025, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of income.

The Company evaluated the disclosure requirements under ASC 805 and determined the Acquisition was not considered a material business combination for purposes of disclosing the sales and earnings attributable to Cornerstone since the date of acquisition or supplemental pro forma information.

Acquisition and integration costs were $ 1,315 and $ 4,070 for the three and nine months ended September 30, 2025, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of (loss) income.

The Company entered into an agreement with Cornerstone to lease the land where the acquired assets are located for a 7-year term plus renewal options.

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June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Restructuring, integration and business optimization costs 1,764 58 2,931 232

Net loss (gain) on asset disposals 250 ( 34 ) 417 614

Net loss on asset disposals 3,630 218 4,047 832

Other, net 64 8 2,279 207

1 unchanged sentence

Inventories, Net:

Inventories, net are classified and valued as follows:

Inventories, net are stated at the lower of cost or net realizable value.

Cost is determined using the first-in, first-out (“FIFO”) or average cost method.

The components of inventories, net consist of the following:

September 30,

2025 December 31,

2 unchanged sentences

Total inventories, net $ 24,134 $ 17,973

Valued at lower of cost or market:

LIFO basis $ 38,702 $ 31,650

Valued at lower of cost and net realizable value:

FIFO or average cost basis 28,198 25,476

Total inventories, net $ 66,900 $ 57,126

AND SUBSIDIARIES

1 unchanged sentence

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

Investments in Affiliated Companies:

The Company accounts for investments in affiliated companies under the equity method.

Affiliated companies accounted for on the equity basis as of June 30, 2025 are as follows:

Company Country Percent

Zeolyst International USA 50 %

Netherlands 50 %

Following is summarized information of the combined investments (1) :

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Sales $ 68,579 $ 70,644 $ 158,109 $ 127,505

Gross profit 13,522 16,751 41,952 33,929

Operating income 4,044 5,739 22,250 12,583

Net income 5,076 4,665 23,727 12,010

(1) Summarized information of the combined investments is presented at 100%;

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 June 30, 2025 and December 31, 2024 includes net purchase accounting fair value adjustments of $ 153,918 and $ 155,138 , respectively, related to a prior business combination consisting primarily of goodwill and intangible assets such as technical know-how and trade names.

Consolidated equity in net income from affiliates is net of $ 610 and $ 1,220 of amortization expense related to purchase accounting fair value adjustments for the three and six months ended June 30, 2025, respectively.

Consolidated equity in net income from affiliates is net of $ 940 and $ 2,541 of amortization expense related to purchase accounting fair value adjustments for the three and six months ended June 30, 2024, respectively.

The Company had receivables due from affiliates of $ 2,770 and $ 2,794 as of June 30, 2025 and December 31, 2024, respectively, which were included in prepaid and other current assets in the condensed consolidated balance sheets.

The Company had payables to affiliates of $ 2,281 and $ 929 as of June 30, 2025 and December 31, 2024, respectively, which were included in accrued liabilities in the condensed consolidated balance sheets.

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

The Company had $ 1,579 and $ 2,461 of sales to affiliates for the three and six months ended June 30, 2025, respectively and $ 2,110 of sales to affiliates for the three and six months ended June 30, 2024.

There were no purchases from affiliates for the three and six months ended June 30, 2025 and 2024.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Long-term Debt:

The summary of long-term debt is as follows:

September 30,

2025 December 31,

2025 Term Loan Facility

$ 864,271 $ 870,817

ABL Facility — —

8 unchanged sentences

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

In January 2025, the Company amended its Term Loan Credit Agreement dated as of June 12, 2024 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 amended term loans, the “2025 Term Loan Facility”).

The Company evaluated the terms of the amendments in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that both amendments were a modification of debt.

As a result of the January 2025 amendment, the Company recorded $ 960 of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income for the six months ended June 30, 2025.

No third-party financing costs were recorded for the three months ended June 30, 2025, and no original issue discount was paid for the three and six months ended June 30, 2025.

As a result of the June 2024 amendment, the Company recorded $ 4,471 of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income for the three and six months ended June 30, 2024 and capitalized $ 2,183 of original issued discount within long-term debt, excluding current portion in the condensed consolidated balance sheets during the quarter ended June 30, 2024.

In addition, $ 89 of previous unamortized deferred financing costs and original issue discount associated with the previously outstanding debt were written off as debt modification and extinguishment costs for the three and six months ended June 30, 2024.

The interest rate on the 2025 Term Loan Facility was 6.29 % as of June 30, 2025.

No third-party financing costs were recorded for the three months ended September 30, 2025, and no original issue discount was paid for the three and nine months ended September 30, 2025.

As a result of the June 2024 amendment, the Company recorded $ 4,471 of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of (loss) income for the nine months ended September 30, 2024 and capitalized $ 2,183 of original issued discount within long-term debt, excluding current portion in the condensed consolidated balance sheets during the quarter ended June 30, 2024.

In addition, $ 90 of previous unamortized deferred financing costs and original issue discount associated with the previously outstanding debt were written off as debt modification and extinguishment costs for the nine months ended September 30, 2024.

No third-party financing costs were recorded for the three months ended September 30, 2024, and no original issue discount was paid for the three months ended September 30, 2024.

The interest rate on the 2025 Term Loan Facility was 5.98 % as of September 30, 2025.

The borrowings under the senior secured asset-based lending revolving credit facility (“ABL Facility”) bear interest at a rate equal to an adjusted Term SOFR 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 June 30, 2025.

In April 2025, the Company amended its ABL credit agreement (“ABL Credit Agreement”) to, among other things, (a) reallocate all European revolving loan commitments thereunder as United States revolving loan commitments, (b) extend the maturity date with respect to borrowings under the ABL Credit Agreement by over three years to April 10, 2030 (subject to acceleration under certain circumstances), (c) reduce the interest rate applicable to outstanding revolving loans that bear interest at a rate equal to Term SOFR by removing the credit spread adjustment that was applied to Term SOFR in the ABL Credit Agreement in calculating adjusted Term SOFR, and (d) reduce the frequency of borrowing base reporting, field examinations and appraisals (subject to higher frequency under certain circumstances).

As a result of the amendment, the Company capitalized $ 551 of deferred financing costs within long-term debt, excluding current portion in the condensed consolidated balance sheets during the quarter ended June 30, 2025.

The interest rate on the ABL Facility was 7.50 % as of September 30, 2025.

AND SUBSIDIARIES

1 unchanged sentence

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

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 June 30, 2025 and December 31, 2024, the fair value of the Company’s term loan facility was $ 859,954 and $ 874,083 , respectively.

As of September 30, 2025 and December 31, 2024, the fair value of the Company’s term loan facility was $ 862,109 and $ 874,083 , respectively.

The fair value is classified as Level 2 based upon the fair value hierarchy (see Note 5 to these condensed consolidated financial statements for further information on fair value measurements).

16 unchanged sentences

The Company records these agreements at fair value as assets or liabilities in the condensed 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.

Reclassifications of the gains and losses on the interest rate cap agreements into earnings are recorded as part of interest expense in the condensed consolidated statements of income as the Company makes its interest payments on the hedged portion of its senior secured credit facilities.

Reclassifications of the gains and losses on the interest rate cap agreements into earnings are recorded as part of interest expense in the condensed consolidated statements of (loss) income as the Company makes its interest payments on the hedged portion of its senior secured credit facilities.

Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices.

The following table provides a summary of the Company’s interest rate cap agreements:

Financial instrument Number of instruments In effect as of June 30, 2025

Current notional amount of instruments in effect Annuitized premium of instruments in effect Cap rate in effect for all agreements at June 30, 2025

Financial instrument Number of instruments In effect as of September 30, 2025

Current notional amount of instruments in effect Annuitized premium of instruments in effect Cap rate in effect for all agreements at September 30, 2025

Interest rate caps 4 3 $ 625,000 $ 35,285 1.00 %

The current notional amounts of the three interest rate cap agreements in effect at June 30, 2025 are $ 250,000 , $ 175,000 and $ 200,000 .

The current notional amounts of the three interest rate cap agreements in effect at September 30, 2025 are $ 250,000 , $ 175,000 and $ 200,000 .

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

AND SUBSIDIARIES

1 unchanged sentence

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

The fair values of derivative instruments held as of June 30, 2025 and December 31, 2024, respectively, are shown below:

Balance sheet location June 30,

During the quarter ended September 30, 2025, the Company dedesignated a portion of its interest rate caps.

With the Company’s expected prepayments on the 2025 Term Loan Facility (see Note 3 to these condensed consolidated financial statements for additional information), an estimated portion of the original forecasted interest rate payments associated with the dedesignated portion of the interest rate cap agreement may no longer be highly probable of occurring but continue to be reasonably possible of occurring.

The Company will continue to amortize the loss into interest expense as long as the hedged transaction continues to be reasonably possible of occurring.

If the hedged transaction is determined to be probable of not occurring, any remaining loss in AOCI will be immediately reclassified into earnings.

The loss related to this portion is not material.

Any future gains and losses associated with the dedesignated portion of the interest rate cap agreement through its maturity in October 2026 will be recognized in earnings.

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

The fair values of derivative instruments held as of September 30, 2025 and December 31, 2024, respectively, are shown below:

Balance sheet location September 30,

2025 December 31,

3 unchanged sentences

Interest rate caps Other long-term assets 48 5,968

Derivative not designated as hedging instrument:

Interest rate caps Prepaid and other current assets 1,228 —

Interest rate caps Other long-term assets 92 —

Total derivative assets $ 2,510 $ 12,500

4 unchanged sentences

Total derivative liabilities $ 1,569 $ 710

The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges on AOCI and the condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024, respectively:

Amount of (loss) gain recognized in OCI

Three months ended June 30, Six months ended

AND SUBSIDIARIES

NOTES TO CONDENSED 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 condensed consolidated statements of (loss) income for the three and nine months ended September 30, 2025 and 2024, respectively:

Amount of gain (loss) recognized in OCI

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest rate caps $ 224 $ ( 10,828 ) $ ( 4,503 ) $ 2,209

Amount of (loss) gain reclassified from AOCI

Three months ended June 30, Six months ended

Amount of loss reclassified from AOCI

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Amount of loss reclassified into income

Three months ended June 30, Six months ended

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest rate caps $ 2,041 $ 4,711 $ 6,266 $ 14,029

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table shows the amounts in the line items presented in the condensed consolidated statements of income in which the effects of derivatives designated as cash flow hedges are recorded for the three and six months ended June 30, 2025 and 2024, respectively:

The following table shows the amounts in the line items presented in the condensed consolidated statements of (loss) income in which the effects of derivatives designated as cash flow hedges are recorded for the three and nine months ended September 30, 2025 and 2024, respectively:

Three months ended

September 30,

Location and amount of gain (loss) recognized in income on cash flow hedging relationships 2025 2024

Interest rate caps Interest expense $ ( 8,368 ) $ ( 7,912 )

Six months ended

Nine months ended

September 30,

Interest rate caps Interest expense $ ( 24,802 ) $ ( 27,068 )

The amount of net unrealized gains in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the condensed consolidated statements of income over the next twelve months is $ 4,137 as of June 30, 2025.

The amount of net unrealized gains in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the condensed consolidated statements of (loss) income over the next twelve months is $ 2,489 as of September 30, 2025.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Income Taxes:

The effective income tax rate for the three months ended June 30, 2025 was 25.6 %, compared to 27.1 % for the three months ended June 30, 2024.

The effective income tax rate for the six months ended June 30, 2025 was 38.8 %, compared to 30.9 % for the six months ended June 30, 2024.

The Company’s effective income tax rates for the three and six months ended June 30, 2025 and 2024, respectively, fluctuated primarily due to the increased discrete tax impact relative to pre-tax book income related to a stock compensation shortfall, state tax law changes, state tax refunds associated with prior tax years and expense related to accrued penalties and interest on historical uncertain tax positions.

The effective income tax rate for the three months ended September 30, 2025 was 98.2 %, compared to 23.7 % for the three months ended September 30, 2024.

The effective income tax rate for the nine months ended September 30, 2025 was 113.4 %, compared to 26.4 % for the nine months ended September 30, 2024.

The Company’s effective income tax rates for the three and nine months ended September 30, 2025 and 2024, respectively, fluctuated primarily due to the increased discrete tax impact relative to pre-tax book income related to a stock compensation shortfall, intraperiod allocation revaluation of deferred tax assets and liabilities including valuation allowances as a result of the Advanced Materials & Catalysts divestiture, state tax refunds associated with prior tax years and expense related to accrued penalties and interest on historical uncertain tax positions.

The tax expense for the three and nine months ended September 30, 2025 includes a $ 15,620 discrete tax expense connected to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and an increase in valuation allowance against a portion of the Company’s state net operating losses.

In accordance with intraperiod allocation rules, this discrete tax expense is reflected in the tax provision for continuing operations.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2025 was mainly due to state and local taxes, a shortfall tax expense related to stock compensation, state and local tax law changes and a tax benefit related to state tax refunds associated with prior tax years.

federal statutory income tax rate and the Company’s effective income tax rate for the nine months ended September 30, 2025 was mainly due to state and local taxes, a shortfall tax expense related to stock compensation, tax benefit related to state tax refunds associated with prior tax years, discrete tax expense related to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and a valuation allowance against a portion of the Company’s state net operating losses.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2024 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation and a discrete tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions.

federal statutory income tax rate and the Company’s effective income tax rate for the nine months ended September 30, 2024 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation and a discrete tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions.

During the three months ended September 30, 2025, the Company reassessed its indefinite reinvestment assertion with respect to its foreign subsidiaries as a result of the decision to divest the Advanced Materials & Catalysts business, which is now classified as held for sale.

The Company no longer considers the undistributed earnings of its foreign subsidiaries to be permanently reinvested in non-U.S.

Accordingly, the Company considered the deferred tax impacts of the repatriation of the undistributed earnings of its foreign subsidiaries and concluded that there was no net tax impact necessary based on available information.

The Company recorded a full valuation allowance offsetting a potential deferred tax asset for the excess of tax basis over the book basis of the foreign subsidiaries.

Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized.

We may release all or a portion of the valuation allowance in the near-term;

however, the release of the valuation allowance will be evaluated at each reporting period until the divestiture is complete.

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”), was enacted in the U.S.

1 unchanged sentence

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our condensed consolidated financial statements.

We do not expect the OBBBA to have a material impact on our estimated annual effective tax rate in 2025.

Benefit Plans:

2 unchanged sentences

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June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

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June 30, Six months ended

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September 30,

2025 2024 2025 2024

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Net periodic expense (benefit) $ 5 $ ( 1 ) $ 16 $ ( 5 )

All components of net periodic expense (benefit) are presented within other expense, net in the Company’s condensed consolidated statements of income.

All components of net periodic expense (benefit) are presented within other (income) expense, net in the Company’s condensed consolidated statements of (loss) income.

Commitments and Contingent Liabilities:

4 unchanged sentences

When these matters are ultimately concluded and determined, the Company believes that there will be no material adverse effect on its condensed consolidated financial position, results of operations or liquidity.

Related Party Transactions:

The Company maintains certain policies and procedures for the review, approval and ratification of related party transactions to ensure that all transactions with selected parties are fair, reasonable and in the Company’s best interests.

All significant relationships and transactions are separately identified by management if they meet the definition of a related party or a related party transaction.

Related party transactions include transactions that occurred during the year, or are currently proposed, in which the Company was or will be a participant, and for which any related person had or will have a direct or indirect material interest.

All related party transactions are reviewed, approved and documented by the appropriate level of the Company’s management in accordance with these policies and procedures.

Joint Venture Agreement

The Company entered into a joint venture agreement (the “ZI Partnership Agreement”) in 1988 with Shell Catalysts & Technologies, an affiliate of Royal Dutch Shell plc, to form Zeolyst International, a 50/50 joint venture partnership (the “Partnership”).

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 and with evergreen terms as long as the ZI Partnership Agreement is in place, provided for rental payments to the Company of $ 78 and $ 155 for the three and six months ended June 30, 2025 and 2024, respectively.

These rental payments were included in cost of goods sold in the condensed consolidated statements of income.

The Partnership had no sales to the Company for the three and six months ended June 30, 2025 and 2024.

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 $ 5,142 and $ 9,758 for the three and six months ended June 30, 2025, respectively and $ 6,050 and $ 10,084 for the three and six months ended June 30, 2024, respectively, which were included in cost of goods sold in the condensed consolidated statements of income.

In addition, the Partnership was charged certain product demonstration costs of $ 259 and $ 485 for the three and six months ended June 30, 2025, respectively and $ 238 and $ 595 for the three and six months ended June 30, 2024, respectively, which were also included in cost of goods sold in the condensed consolidated statements of income.

Certain administrative, marketing, engineering, management-related and research and development services are provided to the Partnership by the Company.

The Partnership was charged $ 4,121 and $ 8,243 for the three and six months ended June 30, 2025 and $ 4,600 and $ 8,900 for the three and six months ended June 30, 2024, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of income.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company had an accounts receivable from the Partnership of $ 2,770 and $ 2,794 as of June 30, 2025 and December 31, 2024, respectively, which were included in prepaid and other current assets in the condensed consolidated balance sheet.

Accounts payable to the Partnership was immaterial as of June 30, 2025.

There were no accounts payable with the Partnership as of December 31, 2024.

Reportable Segments:

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

Segment Information:

The segment information herein excludes the results of the Advanced Materials & Catalysts segment, which is reflected in held for sale and discontinued operations as described in Note 3, for all periods presented.

The Company’s CODM evaluates the operating results of the segments based upon Adjusted EBITDA.

The CODM uses Adjusted EBITDA to allocate resources 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 in connection with performance evaluation and to inform the compensation for certain employees.

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

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Ecoservices $ 176,065 $ 153,958 $ 319,175 $ 295,560

Advanced Materials & Catalysts (1)

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Total $ 200,128 $ 182,820 $ 362,326 $ 343,357

Sales $ 204,907 $ 153,867 $ 524,082 $ 449,428

Adjusted EBITDA (1)

Ecoservices $ 49,772 $ 49,709 $ 78,296 $ 91,203

Advanced Materials & Catalysts (3)

$ 63,631 $ 55,098 $ 141,928 $ 146,301

Adjusted EBITDA from reportable segments $ 63,489 $ 64,426 $ 109,517 $ 117,049

(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 condensed consolidated financial statements for further information.

The Company’s proportionate share of sales from the Zeolyst Joint Venture was $ 28,444 and $ 66,186 for the three and six months ended June 30, 2025, respectively.

The Company’s proportionate share of sales from the Zeolyst Joint Venture was $ 29,024 and $ 52,505 for the three and six months ended June 30, 2024, respectively.

(1) 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.

Management evaluates the performance 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 (loss) from continuing operations 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 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 condensed consolidated statements of income and includes Zeolyst Joint Venture adjustments on a proportionate basis based on the Company’s 50 % ownership interest.

For the three months ended June 30, 2025, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 5,722 , which includes $ 1,928 of equity in net income plus $ 610 of amortization of investment in affiliate step-up and $ 3,184 of joint venture depreciation, amortization and interest.

For the six months ended June 30, 2025, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 18,403 , which includes $ 10,844 of equity in net income plus $ 1,220 of amortization of investment in affiliate step-up and $ 6,339 of joint venture depreciation, amortization and interest.

For the three months ended June 30, 2024, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 5,559 , which includes $ 1,392 of equity in net income plus $ 940 of amortization of investment in affiliate step-up and $ 3,227 of joint venture depreciation, amortization and interest.

For the six months ended June 30, 2024, the Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $ 12,486 , which includes $ 3,464 of equity in net income plus $ 2,541 of amortization of investment in affiliate step-up and $ 6,481 of joint venture depreciation, amortization and interest.

AND SUBSIDIARIES

1 unchanged sentence

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

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

Three months ended June 30, 2025

Ecoservices Advanced Materials & Catalysts Total

$ 176,065 $ 24,063 $ 200,128

Cost of goods sold 119,313 11,822

Selling, general and administrative expenses 6,776 3,934

Other segment items (3)

Adjusted EBITDA from the Zeolyst Joint Venture — 5,722

Adjusted EBITDA from reportable segments $ 49,772 $ 13,717 $ 63,489

Three months ended June 30, 2024

Ecoservices Advanced Materials & Catalysts Total

$ 153,958 $ 28,862 $ 182,820

Cost of goods sold 97,404 15,843

Selling, general and administrative expenses 6,861 3,764

Other segment items (3)

Adjusted EBITDA from the Zeolyst Joint Venture — 5,559

Adjusted EBITDA from reportable segments $ 49,709 $ 14,717 $ 64,426

Six months ended June 30, 2025

Ecoservices Advanced Materials & Catalysts Total

$ 319,175 $ 43,151 $ 362,326

Cost of goods sold 227,455 22,223

Selling, general and administrative expenses 13,212 7,834

Other segment items (3)

Adjusted EBITDA from the Zeolyst Joint Venture — 18,403

Adjusted EBITDA from reportable segments $ 78,296 $ 31,221 $ 109,517

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Six months ended June 30, 2024

Ecoservices Advanced Materials & Catalysts Total

The following table presents selected financial information with respect to the Company’s Ecoservices reportable segment:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Sales $ 204,907 $ 153,867 $ 524,082 $ 449,428

Cost of goods sold $ 134,628 $ 92,619 $ 362,083 $ 283,589

1 unchanged sentence

Other segment items ( 4 ) ( 5 ) 207 ( 3 )

Adjusted EBITDA from the Zeolyst Joint Venture — 12,486

Adjusted EBITDA from reportable segments $ 91,203 $ 25,846 $ 117,049

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

The Company’s proportionate share of sales from the Zeolyst Joint Venture was $ 28,444 and $ 66,186 for the three and six months ended June 30, 2025, respectively.

The Company’s proportionate share of sales from the Zeolyst Joint Venture was $ 29,024 and $ 52,505 for the three and six months ended June 30, 2024, respectively.

(2) 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.

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

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

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Adjusted EBITDA from reportable segments $ 63,489 $ 64,426 $ 109,517 $ 117,049

Adjusted EBITDA from the Ecoservices segment $ 63,631 $ 55,098 $ 141,928 $ 146,301

Interest expense, net 8,368 7,912 24,802 27,068

1 unchanged sentence

Unallocated corporate expenses 6,157 6,445 21,170 21,394

Joint venture depreciation, amortization and interest 3,184 3,227 6,339 6,481

Amortization of investment in affiliate step-up 610 940 1,220 2,541

Debt modification and extinguishment costs — — 960 4,560

Net loss (gain) on asset disposals 250 ( 34 ) 417 614

Foreign exchange (gain) loss ( 24 ) ( 99 ) 122 79

LIFO benefit ( 356 ) ( 1,547 ) ( 1,176 ) ( 2,671 )

Net loss on asset disposals 3,630 218 4,047 832

Transaction and other related costs 554 — 2,845 198

2 unchanged sentences

Other ( 348 ) 188 1,994 788

Income before income taxes $ 8,050 $ 11,375 $ 3,901 $ 13,775

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Six months ended

Income from continuing operations before income taxes $ 20,567 $ 19,441 $ 17,612 $ 30,418

(1) 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 above reconciliation.

A reconciliation of capital expenditures for the Company’s continuing operations is shown in the following table:

Nine months ended

September 30,

Capital expenditures:

Ecoservices $ 48,826 $ 42,107

Advanced Materials & Catalysts (1)

Capital expenditures per the condensed consolidated statements of cash flows $ 51,596 $ 42,961

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

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 June 30, 2025, 6,878,222 shares of common stock were available for issuance under the plan.

At September 30, 2025, 7,081,030 shares of common stock were available for issuance under the plan.

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.

During the six months ended June 30, 2025, the Company granted 985,551 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 six months ended June 30, 2025, 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 six months ended June 30, 2025 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.

During the nine months ended September 30, 2025, the Company granted 985,551 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 nine months ended September 30, 2025, generally requires approximately one year of service for members of the Company’s Board and approximately three years of service for employees.

The value of the RSUs granted during the nine months ended September 30, 2025 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 six months ended June 30, 2025, the Company granted 508,109 PSUs (at target) under its equity incentive plan.

The PSUs granted during the six months ended June 30, 2025 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”).

During the nine months ended September 30, 2025, the Company granted 508,109 PSUs (at target) under its equity incentive plan.

The PSUs granted during the nine months ended September 30, 2025 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, 2025 through December 31, 2027 (“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 zero 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, 2027.

The PSUs, to the extent earned, will vest on the date the Compensation Committee of the Company’s Board (“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, 2027.

Achievement of the Company-specific financial performance target is measured based on the actual three-year cumulative results across the Performance period.

2 unchanged sentences

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company used a Monte Carlo simulation to estimate the $ 10.80 weighted average fair value of the awards granted, subject to the TSR goal during the six months ended June 30, 2025, with the following weighted average assumptions:

The Company used a Monte Carlo simulation to estimate the $ 10.80 weighted average fair value of the awards granted, subject to the TSR goal during the nine months ended September 30, 2025, with the following weighted average assumptions:

Expected dividend yield — %

5 unchanged sentences

The TSR goal was based on the Company’s actual TSR percentage increase over the performance period.

The awards vested during the six months ended June 30, 2025 with no percentage of the TSR goal earned.

The awards vested during the nine months ended September 30, 2025 with no percentage of the TSR goal earned.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Award Activity

The following table summarizes the activity for the Company’s RSUs and PSUs for the six months ended June 30, 2025:

The following table summarizes the activity for the Company’s RSUs and PSUs for the nine months ended September 30, 2025:

Restricted Stock Units Performance Stock Units

5 unchanged sentences

Forfeited ( 222,182 ) $ 8.77 ( 268,935 ) $ 9.64

Nonvested as of June 30, 2025 1,808,654 $ 8.42 1,674,023 (1) $ 10.75

Nonvested as of September 30, 2025 1,687,286 $ 8.41 1,592,583 (1) $ 10.77

(1) Based on target.

During the six months ended June 30, 2025, the Company did not grant any RSAs.

Cash proceeds received by the Company from the exercise of stock options were not material for the six months ended June 30, 2025.

During the nine months ended September 30, 2025, the Company did not grant any RSAs.

Cash proceeds received by the Company from the exercise of stock options were not material for the nine months ended September 30, 2025.

Stock-Based Compensation Expense

For the three months ended June 30, 2025 and 2024, stock-based compensation expense for the Company was $ 3,395 and $ 3,827 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of income for the three months ended June 30, 2025 and 2024 was $ 809 and $ 939 , respectively.

For the six months ended June 30, 2025 and 2024, stock-based compensation expense for the Company was $ 6,467 and $ 7,507 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of income for the six months ended June 30, 2025 and 2024 was $ 1,579 and $ 1,841 , respectively.

As of June 30, 2025, unrecognized compensation cost of $ 11,333 for RSUs and $ 7,264 for PSUs are considered probable of vesting and the weighted-average period over which these costs are expected to be recognized at June 30, 2025 was 1.81 years for the RSUs and 1.99 years for the PSUs.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the three months ended September 30, 2025 and 2024, stock-based compensation expense for the Company included in continuing operations was $ 2,271 and $ 2,348 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of (loss) income for the three months ended September 30, 2025 and 2024 was $ 620 and $ 576 , respectively.

For the nine months ended September 30, 2025 and 2024, stock-based compensation expense for the Company included in continuing operations was $ 7,551 and $ 8,291 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of (loss) income for the nine months ended September 30, 2025 and 2024 was $ 2,063 and $ 2,033 , respectively.

As of September 30, 2025, unrecognized compensation cost of $ 6,439 for RSUs and $ 4,876 for PSUs are considered probable of vesting and the weighted-average period over which these costs are expected to be recognized at September 30, 2025 was 1.66 years for the RSUs and 1.89 years for the PSUs.

Earnings per Share:

3 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The reconciliation from basic to diluted weighted average shares outstanding is as follows:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Weighted average shares outstanding – Diluted 114,869,273 117,187,054 115,943,873 117,425,254

We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive.

The control number used is income from continuing operations.

The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

The Company reported a net loss from continuing operations for the nine months ended September 30, 2025, and therefore excluded the dilutive effect of 521,803 shares, which consisted of unvested common shares, RSUs with service conditions, PSUs considered probable 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:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net income $ 5,986 $ 8,295 $ 2,389 $ 9,516

Net (loss) income $ ( 79,255 ) $ 14,251 $ ( 76,866 ) $ 23,767

Weighted average shares outstanding – Basic 113,901,834 116,490,634 115,943,873 116,786,759

Weighted average shares outstanding – Diluted 114,869,273 117,187,054 115,943,873 117,425,254

Net income per share:

Basic income per share $ 0.05 $ 0.07 $ 0.02 $ 0.08

Diluted income per share $ 0.05 $ 0.07 $ 0.02 $ 0.08

Net (loss) income per share:

Basic (loss) income per share $ ( 0.70 ) $ 0.12 $ ( 0.66 ) $ 0.20

Diluted (loss) income per share $ ( 0.69 ) $ 0.12 $ ( 0.66 ) $ 0.20

The table below presents the details of the Company’s weighted average equity-based awards outstanding during each respective period that were excluded from the calculation of diluted earnings per share:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Supplemental Cash Flow Information:

The following table presents supplemental cash flow information for the Company:

Six months ended

The following table presents supplemental cash flow information for the Company, which includes activity from both continuing and discontinued operations, except for operating leases which is continuing operations only:

Nine months ended

September 30,

Cash paid during the period for:

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements