What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 735 added, 940 removed, 1799 unchanged (48% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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 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.

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.

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”).

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.

Based on the assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 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.

Previously Disclosed Material Weakness

As a result of our sale of the Advanced Materials & Catalysts segment, the associated risks and controls related to the accounting of the Zeolyst Joint Venture no longer exist, nor does the corresponding material weakness identified to have existed at December 31, 2024.

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

Trading Arrangements

During the year ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408(a) of Regulation S-K.

Share Repurchase Program Modification

On October 30, 2025, our Board amended our Stock Repurchase Program to remove the limitation that all repurchases must be made within the four-year period from the date of original approval on April 27, 2022.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Table of Con ten ts

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of its securities by the Company and its officers, directors, and other covered persons.

The Company believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

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

8 unchanged sentences

The information required by this Item 14 will be included in our 2026 Proxy Statement, which we intend to file with the SEC within 120 days of our December 31, 2025 fiscal year end, and is incorporated herein by reference.

Table of Con ten ts

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

18 unchanged sentences

8-K 001-38221 2.1 7/15/2021

2.4 Stock Purchase Agreement, dated as of September 10, 2025, by and between Ecovyst Inc.

and Technip Energies N.V

8-K 001-38221 2.1 9/11/2025

3.1 Second Restated Certificate of Incorporation

8 unchanged sentences

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

S-1 333-218650 4.2 6/9/2017

4.2 Indenture, dated as of December 11, 2017, among PQ Corporation, as Issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

8-K 001-38221 4.1 12/13/2017

4.3 Description of Ecovyst Inc.’s common stock

10-K 001-38221 4.3 3/1/2022

10.1 Partnership Agreement, dated as of February 1, 1988, by and between PQ Corporation and Shell Polymers and Catalysts Enterprises Inc.

S-1/A 333-218650 10.10 8/14/2017

10.2 First Amendment to Partnership Agreement, dated January 1, 1993, by and among PQ Corporation, Shell Catalyst Ventures Inc.

and CRI Zeolites Inc.

S-1/A 333-218650 10.11 8/14/2017

10.3 Second Amendment to Partnership Agreement, dated October 18, 2002, by and between PQ Corporation and Shell Catalyst Ventures Inc.

S-1/A 333-218650 10.12 8/14/2017

10.4 Third Amendment to Partnership Agreement, dated January 1, 2005, by and between PQ Corporation and CRI Zeolites Inc.

S-1/A 333-218650 10.13 8/14/2017

10.5 Form of Amended and Restated Stockholders Agreement between PQ Group Holdings Inc.

and certain stockholders of PQ Group Holdings Inc.

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

4.1 Description of Ecovyst Inc.’s C ommon S tock

10.1* Ecovyst Inc.

1 unchanged sentence

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

Table of Con ten ts

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

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

19 unchanged sentences

S-1 333-218650 10.7 6/9/2017

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

10.9* Form of Restricted Stock Agreement under the PQ Group Holdings Inc.

19 unchanged sentences

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

Table of Con ten ts

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

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

6 unchanged sentences

10-K 001-38221 10.27 2/28/2023

10.26 Fourth Amendment, dated February 17, 2023 to the ABL Credit Agreement, dated May 4, 2016 by and among Ecovyst Catalyst Technologies LLC, Ecovyst Catalyst Technologies UK Limited, Ecovyst Midco II Inc.

10.21 Fourth Amendment Agreement, dated February 17, 2023 to the ABL Credit Agreement, dated May 4, 2016 by and among Ecovyst Catalyst Technologies LLC, Ecovyst Catalyst Technologies UK Limited, Ecovyst Midco II Inc.

and Citibank, N.A.

10-K 001-38221 10.28 2/28/2023

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

10.22* Letter of employment, dated July 19, 2022, between Ecoservices and George L.

9 unchanged sentences

8-K 001-38221 10.1 1/31/2025

10.27 ABL Credit Agreement, dated as of May 4, 2016, by and among PQ Corporation, CPQ Midco I Corporation, the Canadian Borrowers from time to time party thereto, the European Borrowers from time to time party thereto, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent, with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, Jefferies Finance LLC and KeyBanc Capital Markets Inc., as Joint Lead Arrangers and Joint Bookrunners

S-1 333-218650 10.3 6/09/2017

10.28 First Amendment Agreement, dated as of March 20, 2020, to the ABL Credit Agreement, dated as of May 4, 2016, by and among PQ Corporation, CPQ Midco I Corporation, the Canadian Borrowers from time to time party thereto, the European Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Replacement Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent and as Collateral Agent

8-K 001-38221 10.1 05/11/2020

10.29 Fifth Amendment Agreement, dated as of April 10, 2025 to the ABL Credit Agreement, dated as of May 4, 2016, by and among Ecovyst Catalyst Technologies LLC, Ecovyst Catalyst Technologies UK Limited, Ecovyst Midco II Inc., the guarantors party thereto, the replacement lenders party thereto and Citibank, N.A., as administrative agent and collateral agent

8-K 001-38221 10.1 4/11/2025

10.30* Transition Agreement and General Release, effective as of August 11, 2025, between Ecovyst Inc.

and George L.

10-Q 001-38221 10.1 10/05/2025

19.1 Form of Insider Trading Policy

10-K 001-38221 19.1 2/28/2025

21.1 Subsidiaries of Ecovyst Inc.

1 unchanged sentence

as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Incorporated by Reference

Description Filed

Herewith Form File

Exhibit Filing

23.2 Consent of PricewaterhouseCoopers LLP related to the financial statements of Zeolyst International as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

3 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.

8 unchanged sentences

for the year ended December 31, 2025, formatted in Inline XBRL:

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

(i) Consolidated Statements of (Loss) Income, (ii) Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

104 The cover page from the Annual Report on Form 10-K of Ecovyst Inc.

1 unchanged sentence

* Management contract or compensatory plan

** This certification is being furnished pursuant to 18 U.S.C.

Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof.

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.

14 unchanged sentences

Donald Althoff

Table of Con ten ts

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

17 unchanged sentences

Notes to the Financial Statements

Table of Con ten ts

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

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.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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 report referred to above.

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.

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

1 unchanged sentence

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

2 unchanged sentences

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, 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.

Management performs its annual goodwill impairment test as of October 1.

Goodwill is tested for impairment at the reporting unit level.

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;

(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, operating margin growth rates, and the discount rate;

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 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.

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 assumptions.

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

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.

Carrying Value - Advanced Materials & Catalysts Disposal Group

As described in Notes 1 and 4 to the consolidated financial statements, 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 $556.0 million subject to certain adjustments including indebtedness, cash, working capital and transaction expenses.

In the third quarter of 2025, the Advanced Materials & Catalysts business met the criteria for classification as held for sale and discontinued operations, as the sale represents a strategic shift that will have a major effect on the Company’s operations and financial results.

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

As such, management 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 $83.9 million during the quarter ended September 30, 2025.

This impairment charge primarily consisted of a $49.6 million impairment charge to goodwill along with a $34.3 million valuation allowance for the estimated loss on sale.

The Company completed the sale of its Advanced Materials & Catalysts business effective on December 31, 2025.

The Company recognized a disposal loss of $33.0 million during the year ended December 31, 2025, which was comprised of the $34.3 million estimated loss recognized during the quarter ended September 30, 2025, and a gain of $1.3 million recognized upon the closing of the transaction.

The carrying value of the net assets of the disposal group, net of cash, utilized in the calculation of the loss on sale as of December 31, 2025 was $577.0 million.

The principal considerations for our determination that performing procedures relating to the carrying value of the Advanced Materials & Catalysts disposal group is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the disposal group.

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.

These procedures included testing the effectiveness of the controls related to management’s accounting for the discontinued operations of the Advanced Materials & Catalysts disposal group, including controls over determining the carrying value of the disposal group.

These procedures also included, among others (i) reading the executed sale agreement and (ii) testing management’s process for identifying legal entities in the disposal group and classifying the related transactions between discontinued operations and continuing operations that informed management's determination of the carrying value of the Advanced Materials & Catalysts disposal group.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

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

Table of Con ten ts

AND SUBSIDIARIES

9 unchanged sentences

Operating income 64,885 85,133 89,551

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

Impairment of investment in affiliated companies 65,000 — —

Interest expense, net 34,203 36,488 31,697

Debt extinguishment costs 4,560 — —

Debt modification and extinguishment costs 5,538 4,560 —

Other (income) expense, net ( 642 ) ( 1,120 ) 905

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

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

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

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

Income from continuing operations before income taxes 25,786 45,205 56,949

Provision (benefit) for income taxes 19,498 ( 299 ) 8,726

Net income from continuing operations 6,288 45,504 48,223

Net (loss) income from discontinued operations, net of tax ( 77,414 ) ( 52,156 ) 22,931

Net (loss) income $ ( 71,126 ) $ ( 6,652 ) $ 71,154

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 income per share—continuing operations $ 0.05 $ 0.39 $ 0.41

Diluted income per share—continuing operations $ 0.05 $ 0.39 $ 0.40

Basic (loss) income per share—discontinued operations $ ( 0.67 ) $ ( 0.45 ) $ 0.19

Diluted (loss) income per share—discontinued operations $ ( 0.67 ) $ ( 0.44 ) $ 0.19

Basic (loss) income per share $ ( 0.62 ) $ ( 0.06 ) $ 0.60

4 unchanged sentences

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

6 unchanged sentences

Pension and postretirement benefits 983 855 1,120

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

Net loss from hedging activities ( 9,081 ) ( 2,644 ) ( 12,126 )

Foreign currency translation 18,776 ( 4,660 ) 4,056

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

Total other comprehensive income (loss) 10,678 ( 6,449 ) ( 6,950 )

Comprehensive (loss) income $ ( 60,448 ) $ ( 13,101 ) $ 64,204

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

6 unchanged sentences

Prepaid and other current assets 8,736 10,931

Current assets held for sale — 83,684

Total current assets 319,357 303,714

Investments in affiliated companies 349,308 440,198

Property, plant and equipment, net 481,159 458,684

3 unchanged sentences

Other long-term assets 36,495 37,342

Long-term assets held for sale — 575,210

Total assets $ 1,260,978 $ 1,802,321

3 unchanged sentences

Accrued liabilities 63,272 39,825

Current liabilities held for sale — 24,582

Total current liabilities 120,815 115,126

3 unchanged sentences

Other long-term liabilities 2,188 3,146

Long-term liabilities held for sale — 2,168

Total liabilities 657,538 1,101,861

12 unchanged sentences

( 261,131 ) ( 222,826 )

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

Accumulated other comprehensive income (loss) 3,271 ( 7,407 )

Total equity 603,440 700,460

1 unchanged sentence

See accompanying notes to consolidated financial statements.

Table of Con ten ts

AND SUBSIDIARIES

1 unchanged sentence

(in thousands, except share data)

Common stock Common

Shares of Common stock Common

stock Additional

deficit Shares of

Treasury stock Treasury

capital Accum.

deficit Shares of Treasury stock Treasury

income (loss) Total

1 unchanged sentence

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 repurchase of common shares — — — — — ( 638 ) — ( 638 )

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

2 unchanged sentences

Net loss — — — ( 71,126 ) — — — ( 71,126 )

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

Other comprehensive income — — — — — — 10,678 10,678

Repurchases of common shares — — — — ( 5,752,285 ) ( 47,501 ) — ( 47,501 )

Tax withholdings on equity award vesting — — — — ( 189,446 ) ( 1,477 ) — ( 1,477 )

Excise tax on repurchase of common shares — — — — — ( 392 ) — ( 392 )

Stock compensation expense — — 12,316 — — — — 12,316

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 (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:

Net income $ ( 71,126 ) $ ( 6,652 ) $ 71,154

Net income (loss) from discontinued operations 77,414 52,156 ( 22,931 )

Net income from continuing operations 6,288 45,504 48,223

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

Depreciation 67,806 59,863 55,345

Amortization 10,791 10,685 10,685

Intangible asset impairment charge 3,900 — —

Amortization of deferred financing costs and original issue discount 1,212 1,384 1,733

Debt extinguishment costs 4,578 90 —

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

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

Deferred income tax provision (benefit) 32,206 ( 5,009 ) ( 10,382 )

Net loss on asset disposals 5,371 2,254 4,101

Stock compensation 9,746 11,126 12,984

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

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

Impairment of investment in affiliated companies 65,000 — —

Other, net ( 5,356 ) ( 12,904 ) ( 6,223 )

10 unchanged sentences

Purchases of property, plant and equipment ( 70,410 ) ( 55,594 ) ( 59,039 )

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

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

Business combinations, net of cash acquired — — ( 488 )

Other, net — — 81

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

Table of Con ten ts

Proceeds from business divestitures, net of cash transferred 568,427 — —

Business combinations ( 41,480 ) — —

Net cash provided by (used in) investing activities, continuing operations 456,537 ( 55,594 ) ( 59,039 )

Net cash used in investing activities, discontinued operations ( 21,125 ) ( 17,859 ) ( 6,296 )

Net cash provided by (used in) investing activities 435,412 ( 73,453 ) ( 65,335 )

Years ended December 31,

7 unchanged sentences

Tax withholdings on equity award vesting ( 1,477 ) ( 1,218 ) ( 3,372 )

Repayments of financing obligation ( 2,957 ) ( 2,847 ) ( 2,692 )

Other, net 460 210 438

Net cash used in financing activities, continuing operations ( 521,696 ) ( 14,884 ) ( 90,651 )

Net cash used in financing activities, discontinued operations ( 3,264 ) ( 2,957 ) ( 2,847 )

Net cash used in financing activities ( 524,960 ) ( 17,841 ) ( 93,498 )

Effect of exchange rate changes on cash and cash equivalents 423 ( 948 ) ( 1,319 )

2 unchanged sentences

Cash and cash equivalents at end of period 197,193 146,013 88,365

cash and cash equivalents of discontinued operations — ( 14,623 ) ( 15,715 )

Cash and cash equivalents at end of period of continuing operations $ 197,193 $ 131,390 $ 72,650

For supplemental cash flow disclosures, see Note 24.

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 and 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 and regenerated sulfuric acid products and 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.

Basis of Presentation

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 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.

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 mining and industrial 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.

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

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.

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.

Basis of Presentation

On September 10, 2025, the Company entered into a definitive agreement to sell its Advanced Materials & Catalysts busines s, which includes the Company’s investment in affiliated companies, Zeolyst International and Zeolyst C.V.

(collectively, the “Zeolyst Joint Venture”) to Technip Energies N.V.

On December 31, 2025, the Company completed the sale of its Advanced Materials & Catalysts business for a purchase price of $ 556,000 , subject to certain purchase price adjustments as set forth in the agreement.

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

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

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Summary of Significant Accounting Policies:

1 unchanged sentence

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

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.

Investments in Affiliated Companies.

Investments in affiliated companies are accounted for using the equity method of accounting if the investment provides the Company with the ability to exercise significant influence, but not control, over the investee.

Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate.

Under the equity method of accounting, the investments in equity-method investees are recorded in the consolidated balance sheets as investments in affiliated companies, and the Company’s share of the investees’ earnings or losses, together with other than temporary impairments in value, is recorded as equity in net income from affiliated companies in the consolidated statements of income.

Any differences between the Company’s cost of an equity method investment and the underlying equity in the net assets of the investment, such as fair value step-ups resulting from acquisitions, are accounted for according to their nature and impact the amounts recognized as equity in net income from affiliated companies in the consolidated statements of income.

Foreign Currency Translation.

3 unchanged sentences

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.

Adjustments resulting from translation of certain intercompany loans, which are not considered permanent and are denominated in foreign currencies, are included in other expense (income), net in the consolidated statements of income.

The Company considers intercompany loans to be of a permanent or long-term nature if management expects and intends that the loans will not be repaid.

For the years ended December 31, 2024, 2023 and 2022, all intercompany loan arrangements were determined to be non-permanent based on management’s intention as well as actual lending and repayment activity.

Therefore, the foreign currency transaction gains or losses associated with the int ercompany loans were recorded in the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022.

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 remeasurement effects of monetary assets and liabilities, including non-permanent intercompany debt denominated in a foreign currency and translated to U.S.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

During the fourth quarter of 2025, the Company completed the sale of its Advanced Materials & Catalysts business, which included all of the Company’s foreign subsidiaries and affiliated companies.

Historical foreign currency translation adjustments, which were previously recognized in AOCI, were fully reclassified from equity to net (loss) income from discontinued operations, net of tax in the consolidated income statement for the year ended December 31, 2025.

See Note 8 to these consolidated financial statements for further information.

Cash and Cash Equivalents.

11 unchanged sentences

The Company’s allowance for credit losses was not material as of December 31, 2025 and 2024.

Certain domestic inventories are stated at the lower of cost or market and valued using the last-in, first-out (“LIFO”) method.

All other inventories are stated at the lower of cost or net realizable value and valued using the weighted average cost or first-in, first-out (“FIFO”) methods.

All inventories are stated at the lower of cost or net realizable value and valued using the weighted average cost or first-in, first-out (“FIFO”) methods.

Property, Plant and Equipment.

4 unchanged sentences

When property, plant and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Depreciation is provided on the straight-line method based on the estimated useful lives of the assets, which generally range from 15 to 33 years for buildings and improvements and 3 to 10 years for machinery and equipment.

12 unchanged sentences

Certain of the Company’s lease agreements include rental payments that are adjusted periodically for an index or rate and these are initially measured using the index or rate in effect at the commencement date.

Variable lease expense is recognized in the period in which the obligation for those payments is incurred.

Variable lease expense is recognized in the period in which the obligation for those payments is

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

8 unchanged sentences

Lease expense for financing leases is bifurcated into two components, with the amortization expense component of the right-of-use asset recognized on a straight-line basis and the interest expense component recognized using the effective interest method over the lease term.

The amortization expense component of the right-of-use lease asset is included in cost of goods sold and in selling, general and administrative expenses and the interest expense component is included in interest expense, net on the consolidated statements of income.

Spare parts are maintained by the Company’s facilities to keep machinery and equipment in working order.

4 unchanged sentences

Otherwise, the spare part is expensed and charged as a cost of production when utilized.

Investments in Affiliated Companies.

Under the equity method of accounting, the investments in equity-method investees are

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

recorded in the consolidated balance sheets as investments in affiliated companies, and the Company’s share of the investees’ earnings or losses, together with other than temporary impairments in value, is recorded as equity in net income from affiliated companies in the consolidated statements of income.

The Company evaluates all distributions received from its equity method investments using the nature of distribution approach.

Under this approach, the Company evaluates the nature of activities of the investee that generated the distribution.

The distributions received are either classified as a return on investment, which is presented as a component of operating activities on the Company’s consolidated statements of cash flows, or as a return of investment, which is presented as a component of investing activities on the Company’s consolidated statements of cash flows.

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 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.

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

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 is required to test goodwill associated with its reporting unit 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 completed its annual goodwill impairment test as of October 1.

3 unchanged sentences

If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount based on the qualitative assessment, the Company will perform a quantitative goodwill impairment test to identify the potential goodwill impairment and measure the amount of the goodwill impairment loss, if any, to be recognized for that reporting unit.

For the annual assessments in 2024 and 2023, 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.

For the annual assessments in 2025 and 2024, the Company bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test at the reporting unit level.

The quantitative test identifies both the potential existence of impairment and the amount of impairment loss.

7 unchanged sentences

The Company tests its indefinite-lived intangible assets as of October 1 of each year in conjunction with its annual goodwill impairment test.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Impairment Assessment of Long-Lived Assets.

4 unchanged sentences

The Company’s estimates of future cash flows involve assumptions concerning future operating performance, economic conditions and technological changes that may affect the future useful lives of the assets.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Long-lived assets classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell.

A loss is recognized for any initial adjustment required to reduce the carrying amount to the fair value less cost to sell in the period the held for sale criteria are met.

The fair value less cost to sell is assessed each reporting period that the asset or asset group remains classified as held for sale.

Gains or losses not previously recognized resulting from the sale of an asset group will be recognized on the date of sale.

Derivative Financial Instruments.

1 unchanged sentence

Derivative instruments are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures.

All derivatives designated as hedges are recognized on the consolidated balance sheets at fair value.

All derivatives are recognized on the consolidated balance sheets at fair value.

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).

2 unchanged sentences

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.

Changes in the fair value of a derivative that is not designated or does not qualify as a hedge are recorded in the same line on the consolidated statements of (loss) income as the changes in the fair value from the items being hedged.

Cash flows from derivative instruments are reported in the same cash flow category as the cash flows from the items being hedged.

9 unchanged sentences

See Note 7 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Treasury Stock.

11 unchanged sentences

The Company identifies a contract when an agreement with a customer creates legally enforceable rights and obligations, which occurs when a contract has been approved by both parties, the parties are committed to perform their respective obligations, each party’s rights and payment terms are clearly identified, commercial substance exists and it is probable that the Company will collect the consideration to which it is entitled.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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.

6 unchanged sentences

See Note 6 of these consolidated financial statements for disclosures regarding the recognition of revenue for shipping and handling costs that are billed to customers.

Research and Development.

Research and development costs of $ 6,814 , $ 7,797 and $ 7,232 for the years ended December 31, 2024, 2023 and 2022, respectively, were expensed as incurred and reported in selling, general and administrative expenses in the consolidated statements of income.

Income Taxes.

The Company operates within multiple taxing jurisdictions and is subject to tax filing requirements and potential audits within these jurisdictions.

The Company operates within multiple state taxing jurisdictions and is subject to tax filing requirements and potential audits within these jurisdictions.

The Company uses the asset and liability method in accounting for income taxes.

3 unchanged sentences

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized.

Generally, APB 23 of ASC Topic 740, Income Taxes (“ASC 740”), provides guidance with respect to establishing deferred income taxes on earnings from foreign subsidiaries, to the extent that these earnings are considered to be available for repatriation.

Further, ASC 740-30 requires that deferred taxes be established with respect to the earnings of a foreign subsidiary, unless existing tax law provides a means by which the investment in a subsidiary can be recovered tax-free.

The Company has determined that it is able to repatriate the non-permanently reinvested earnings of its foreign subsidiaries in a tax-free manner.

As such, the Company is able to assert, for purposes of ASC 740-30, that no deferred income taxes are needed with respect to earnings from foreign subsidiaries.

The Company recognizes a financial statement benefit for positions taken for tax return purposes when it will be more likely than not (i.e.

5 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.

2 unchanged sentences

Liabilities are recognized for remedial activities when the remediation is probable and the cost can be reasonably estimated.

Recoveries of expenditures for environmental remediation are recognized as assets only when recovery is deemed probable.

Recoveries of expenditures for environmental

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

remediation are recognized as assets only when recovery is deemed probable.

See Note 22 to these consolidated financial statements for further information regarding commitments and contingencies.

23 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.

4 unchanged sentences

If the assessment indicates that a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed, including the approximate term, how the guarantee arose, and the events or circumstances that would require the guarantor to perform under the guarantee.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed, including the

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

approximate term, how the guarantee arose, and the events or circumstances that would require the guarantor to perform under the guarantee.

Use of Estimates.

2 unchanged sentences

Correction of Errors .

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 .

Net (loss) income from discontinued operations, net of tax for the year ended December 31, 2024 included an adjustment of $ 1,025 related to the Advanced Materials & Catalysts 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 year 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 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.

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

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

PBEs 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.

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

The Company has applied the guidance prospectively for the fiscal year ended December 31, 2025.

Accounting Standards Not Yet Adopted

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.

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.

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.

PBEs 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 requirements must be applied prospectively however PBEs 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

AND SUBSIDIARIES

1 unchanged sentence

(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 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.

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.

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.

The new guidance requires prospective application and is effective for all joint ventures that are formed on or after January 1, 2025, with early adoption permitted.

Joint ventures that formed before January 1, 2025 may elect to retrospectively apply the new guidance.

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

Divestitures:

Performance Chemicals

On February 28, 2021, the Company entered into a definitive agreement to sell its Performance Chemicals business to Sparta Aggregator L.P.

(the “Buyer”), a partnership established by Koch Minerals & Trading, LLC and Cerberus Capital Management, L.P.

for a purchase price of $ 1,100,000 subject to certain adjustments including indebtedness, cash, working capital and transaction expenses.

The Company completed the sale of its Performance Chemicals business effective on August 1, 2021.

Advanced Materials & Catalysts

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

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

The Company completed the sale of its Advanced Materials & Catalysts business effective on December 31, 2025.

The net cash proceeds to the Company from the sale were $ 568,427 after certain customary adjustments for indebtedness, working capital and cash at the closing of the transaction.

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 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.

Financing Obligation

In connection with the divestiture of the Performance Chemicals business, the Company entered into a five-year contract manufacturing agreement effective on August 2, 2021 with PQ Silicas UK Ltd., a subsidiary of the Buyer, related to a facility in Warrington, United Kingdom.

Pursuant to this agreement, the Buyer will manufacture and sell advanced silica finished good products to the Company, which are finished good products sold within the Company’s Advanced Materials & Catalysts segment.

Additionally, certain machinery, equipment, and other tangible personal property assets identified in the Agreement (“Catalyst Production Assets”) owned by the Buyer will be used exclusively in the manufacture of advanced silica products for the Company.

The Company did not meet the requirements for a sale-leaseback transaction as described in Accounting Standards Codification 842-40, Leases - Sale-Leaseback Transactions.

Under the failed sale-leaseback accounting model, the Company is deemed under GAAP to still own the Catalyst Production Assets, which the Company must continue to reflect in its consolidated balance sheet and depreciate over the

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 a portion of the net proceeds from the sale to pay down debt.

In the third quarter of 2025, the Advanced Materials & Catalysts business met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“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 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 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 quarter ended September 30, 2025.

This impairment charge consisted of a $ 49,636 impairment charge to goodwill along with a $ 34,262 valuation allowance for the estimated loss on sale.

The Company recognized a disposal loss of $ 32,967 during the year ended December 31, 2025, which was comprised of the $ 34,262 estimated loss recognized during the quarter ended September 30, 2025, and a gain of $ 1,295 recognized upon the closing of the transaction (see below), which was included in net (loss) income from discontinued operations, net of tax on the consolidated statements of (loss) income for the respective periods.

During the year ended December 31, 2025, the Company incurred transaction costs of $ 18,105 which is included in net (loss) income from discontinued operations, net of tax.

Transaction costs consist of $ 5,906 incurred prior to meeting held for sale classification and included in other operating expense, net and $ 12,199 included in loss on sale, before taxes during the year ended December 31, 2025.

In connection with the sale of the Advanced Materials & Catalysts business and the related loss, as noted above, the Company has recognized tax expense of $ 15,868 within net (loss) income from discontinued operations, net of tax on the consolidated statements of (loss) income.

The calculation of the tax gain on the sale is inherently based on estimates which might ultimately be challenged by the taxing authorities.

AND SUBSIDIARIES

1 unchanged sentence

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

assets’ remaining useful lives.

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:

Balance Sheet location 2024 2023

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

Total $ 14,173 $ 19,878

Financing obligation Accrued liabilities $ 3,043 $ 2,999

Financing obligation Other long-term liabilities 1,815 4,927

Total $ 4,858 $ 7,926

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 .

Included in these payments were $ 2,957 , $ 2,847 and $ 2,692 of principal on the financing obligation for the years ended December 31, 2024, 2023 and 2022 , respectively, and $ 185 , $ 266 and $ 336 of interest on the financing obligation for the years ended December 31, 2024 , 2023 and 2022 , respectively.

Principal payments are included in financing activities and interest payments are included in operating activities on the Company’s consolidated statement of cash flows.

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

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

Total lease payments 4,975

Total lease liabilities (1)

(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.

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

Sale price $ 556,000

Cash transferred ( 12,073 )

Working capital and other customary closing adjustments 24,500

Proceeds from sale, net of cash transferred and net working capital and customary closing adjustments 568,427

Estimated future net working capital and customary closing and other adjustments (1)

Proceeds from sale, net of cash transferred and estimated net working capital and customary closing adjustments 563,346

Carrying value of net assets divested, net of cash 577,039

Direct costs to sell 12,199

Accumulated other comprehensive loss reclassification adjustment, foreign currency translation 7,075

Loss on sale, before taxes $ ( 32,967 )

(1) Certain working capital and other adjustments are to be finalized over a defined period from the close of sale.

Any resulting revisions will be settled in cash, with an offsetting impact recognized in loss on sale.

The following table summarizes the results of discontinued operations for the years ended December 31, 2025, 2024 and 2023:

Years ended December 31,

2025 2024 2023

Sales $ 96,890 $ 106,198 $ 106,273

Cost of goods sold 61,997 68,060 74,757

Gross profit 34,893 38,138 31,516

Selling, general and administrative expenses 18,828 18,485 18,680

Goodwill impairment charge (1)

Other operating expense, net (2)

8,311 6,692 5,737

Loss on sale, before taxes 32,967 — —

Operating (loss) income ( 74,849 ) 12,961 7,099

Equity in net (income) from affiliated companies ( 19,381 ) ( 15,112 ) ( 30,624 )

Impairment of investment of affiliated companies (3)

Interest expense, net (4)

10,595 12,938 13,033

Other expense (income), net 466 362 ( 300 )

(Loss) income from discontinued operations before income taxes ( 66,529 ) ( 50,227 ) 24,990

Provision for income taxes 10,885 1,929 2,059

Net (loss) income from discontinued operations, net of tax $ ( 77,414 ) $ ( 52,156 ) $ 22,931

(1) As a result of the Advanced Materials & Catalysts business meeting held for sale criteria in the third quarter of 2025, the Company was 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 a goodwill impairment charge of 49,636 in the third quarter of 2025 related to the Advanced Materials & Catalysts business.

AND SUBSIDIARIES

1 unchanged sentence

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

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 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 .

(2) As part of the annual goodwill impairment test in 2024, the Company recognized an impairment charge of $ 3,900 within this line item related to the Advanced Materials & Catalysts in-process research and development 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.

(3) The disposal group’s investments in affiliated companies balance as of December 31, 2025 and 2024 includes net purchase accounting fair value adjustments of $ 153,444 and $ 155,138 , respectively, related to a historical business combination consisting primarily of goodwill and intangible assets such as customer relationships, technical know-how and trade names.

Equity in net income from affiliates is net of $ 1,694 , $ 3,761 and $ 6,403 of amortization expense related to purchase accounting fair value adjustments for the years ended December 31, 2025, 2024 and 2023, 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 historical business combination.

(4) The closing of the transaction triggered the Company’s obligation to provide partial repayment under its Term Loan Credit Agreement, dated January 30, 2025 (the “2025 Term Loan Facility”).

As such, interest expense has been allocated to discontinued operations on the basis of the Company’s mandatory partial repayment of $ 161,500 of the 2025 Term Loan Facility due June 12, 2031.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes the assets and liabilities of discontinued operations as of December 31, 2024:

Cash and cash equivalents $ 14,623

Accounts receivables, net 24,733

Inventories, net 39,153

Prepaid and other current assets 5,175

Current assets held for sale $ 83,684

Investments in affiliated companies $ 349,308

Property, plant and equipment, net 110,591

Goodwill 77,513

Other intangible assets, net 30,713

Right-of-use lease assets 476

Other long-term assets 6,609

Long-term assets held for sale $ 575,210

Accounts payable $ 10,992

Operating lease liabilities—current 214

Accrued liabilities 13,376

Current liabilities held for sale $ 24,582

Operating lease liabilities—noncurrent $ 262

Other long-term liabilities 1,906

Long-term liabilities held for sale $ 2,168

Upon the close of the transaction, the Company entered into a Transition Services Agreement with the buyer pursuant to which the buyer is 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 and other administrative support services.

These services are being provided at cost for a period of 10 months, with the ability to extend the initial term up to two extensions, the first of which shall not exceed two months and the second shall not exceed one month.

The Company did not bill any amount under the Transition Services Agreement to the buyer during the year ended December 31, 2025.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Investments in affiliated companies

The disposal group includes the Company’s investment in 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 was historically accounted for under the equity method.

As of December 31, 2025, the Company’s consolidated balance sheet does not include any investments related to the Zeolyst Joint Venture.

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

Current assets $ 254,541

Noncurrent assets 166,999

Current liabilities 27,226

Noncurrent liabilities 5,649

Years ended December 31,

2025 2024 2023

Sales $ 312,629 $ 286,283 $ 345,002

Gross profit 78,535 78,043 107,865

Operating income 40,562 37,230 70,783

Net income 41,739 37,746 74,053

Related party transactions

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 Advanced Materials & Catalysts.

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 Advanced Materials & Catalysts of $ 310 during the years ended December 31, 2025, 2024 and 2023.

These rental payments were included in Advanced Materials & Catalysts’ cost of goods sold within net (loss) income from discontinued operations, net of tax.

The Partnership had no sales to Advanced Materials & Catalysts for the years ended December 31, 2025 and 2024, and sales of $ 236 to Advanced Materials & Catalysts for the year ended December 31, 2023.

The Partnership purchases certain raw materials from Advanced Materials & Catalysts and was charged for various manufacturing costs incurred at Advanced Materials & Catalysts’ Kansas City production facility.

The amount of these costs charged to the Partnership were $ 19,553 , $ 17,315 and $ 20,594 for the years ended December 31, 2025, 2024 and 2023, respectively.

Of these charges, $ 4,842 , $ 2,110 and $ 2,457 were included in Advanced Materials & Catalysts’ sales within net (loss) income from discontinued operations, net of tax, and $ 14,711 , $ 15,205 and $ 18,137 were included in Advanced Materials & Catalysts’ cost of goods sold within net (loss) income from discontinued operations, net of tax for the years ended December 31, 2025, 2024 and 2023, respectively.

In addition, the Partnership was charged certain product demonstration costs of $ 1,058 , $ 1,029 and $ 1,819 during the years ended December 31, 2025, 2024 and 2023, respectively, which were also included in Advanced Materials & Catalysts’ cost of goods sold within net (loss) income from discontinued operations, net of tax.

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

The Company charged $ 2,304 , $ 2,749 and $ 2,134 for the years ended December 31, 2025, 2024 and 2023, respectively, which were included in selling, general and administrative expenses in the consolidated statements of (loss) income.

Certain administrative, marketing, engineering, management-related and research and development services are provided to the Partnership by Advanced Materials & Catalysts.

The Partnership was charged $ 14,528 , $ 14,454 and $ 12,624 for the years ended December 31, 2025, 2024 and 2023, respectively and were included in Advanced Materials

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

& Catalysts’ selling, general and administrative expenses within net (loss) income from discontinued operations, net of tax.

Advanced Materials & Catalysts had an accounts receivable from the Partnership of $ 2,794 as of December 31, 2024, which was included in Advanced Materials & Catalysts’ prepaid and other current assets within current assets held for sale in the consolidated balance sheets.

Advanced Materials & Catalysts had no accounts payable with the Partnership as of December 31, 2024.

Other Divestitures

During the year ended December 31, 2025, the Company recorded an adjustment related to a historical divestiture in the amount of of $ 2,409 which is included in net (loss) income from discontinued operations, net of tax.

On May 6, 2025 (the “Closing Date”), the Company completed its acquisition of the sulfuric acid production assets of Cornerstone Chemical Company LLC (“Cornerstone”) located in Waggaman, Louisiana.

As part of an asset purchase agreement (the “Acquisition”), the Company paid $ 41,480 in cash, consisting of the $ 35,000 purchase price plus $ 6,480 of adjustments for working capital, pursuant to the agreement.

The sulfuric acid production assets will be used to increase capacity of virgin sulfuric acid and regenerated sulfuric acid to current and future customers.

The Acquisition is a business combination, therefore the acquisition method was applied.

Under the acquisition method, the purchase price was allocated to the identifiable assets acquired based on the fair values of the identifiable assets acquired as of the Closing Date.

The excess of the purchase price over fair values of the identifiable assets acquired was recorded to goodwill.

The following table sets forth the calculation and allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition, which was complete as of December 31, 2025:

Preliminary Purchase

Price Allocation Adjustments Purchase

Price Allocation

Cash paid $ 41,315 $ 165 $ 41,480

Recognized amounts of identifiable assets acquired:

Accounts receivable $ 9,812 $ 179 $ 9,991

Inventories 3,055 204 3,259

Property, plant and equipment 25,000 — 25,000

Other intangible assets 2,390 ( 10 ) 2,380

Other long-term assets 695 — 695

Fair value of identifiable assets acquired 40,952 373 41,325

Goodwill 363 ( 208 ) 155

Total assets acquired $ 41,315 $ 165 $ 41,480

The final purchase price allocation was updated during the fourth quarter of 2025 for certain adjustments based on revised estimates of fair value as shown above.

In accordance with the requirements of the purchase method of accounting for acquisitions, accounts receivable and inventories were recorded at fair market value.

As of the Closing Date, the fair value of accounts receivable approximated historical cost.

The gross contractual amount of accounts receivable at the Closing Date was $ 9,991 , of which there was no amount deemed uncollectible.

Fair value of inventory is defined as estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Prior to the acquisition, the Company had a preexisting relationship with Cornerstone.

The Company had a net payable for a sulfuric acid exchange balance that was settled in the amount of $ 450 .

As part of the acquisition terms, the payable was settled at cost, which was recorded separate from the business combination.

The valuation of intangibles assets acquired and the related weighted-average amortization period are as follows:

Amount Weighted-Average

Expected Useful Life

Intangible assets subject to amortization:

Customer relationships $ 2,380 15

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 $ 6,086 for the year ended December 31, 2025, and are included in other operating expense, net in the Company’s 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.

Additionally, Cornerstone will charge the Company for site services and utilities for the location.

Revenue from Contracts with Customers:

14 unchanged sentences

The Company recognizes revenues when performance obligations under the terms of a contract with its customer are satisfied, which generally occurs at a point in time by transferring control of a product to the customer.

The Company determines the point in time when a customer obtains control of a product and the Company satisfies the performance obligation by considering factors including when the Company has a right to payment for the product, the customer has legal title to the product, the Company has transferred possession of the product, the customer has assumed the risks and rewards of ownership of the product and the customer has accepted the product.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods.

The Company does not have any significant payment terms as payment is received at, or shortly after, the point of sale.

The Company determines the point in time when a customer obtains control of a product and the Company satisfies the performance

AND SUBSIDIARIES

1 unchanged sentence

(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 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.

obligation by considering factors including when the Company has a right to payment for the product, the customer has legal title to the product, the Company has transferred possession of the product, the customer has assumed the risks and rewards of ownership of the product and the customer has accepted the product.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods.

The Company does not have any significant payment terms as payment is received at, or shortly after, the point of sale.

Contracts are typically evidenced by entering into a MSA which generally has a stated contract term in excess of one year.

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

The Company’s exposure to fluctuations in raw material prices is limited, as the majority of pass-through contract provisions reset based on fluctuations in the underlying raw material price.

1 unchanged sentence

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.

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.

Certain of the Company’s 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.

During the years ended December 31, 2024, 2023 and 2022, there have been no material issues in which Ecoservices customers failed to meet their contractual obligations.

Advanced Materials & Catalysts

The Company’s Advanced Materials & Catalysts segment sells customized products to its customers through its Advanced Silicas product group.

These customized products are reformulations of existing Advanced Materials & Catalysts products, tailored to meet individual customer specifications.

Prior to entering into an arrangement, the Company will allow a customer to obtain a sample of goods to ensure that it meets their needs.

The customer will enter into a long-term supply arrangement that outlines the specification of the products to be sold and contains terms and conditions under which purchase orders are issued.

These supply arrangements typically have a duration from one to ten years .

Although the duration of these supply arrangements are in excess of one year, a contract is formed between the Company and its customer upon receipt of a purchase order.

During the year ended December 31, 2025, we recognized $ 5,482 in sales for customer contractual minimums.

During the years ended December 31, 2024 and 2023, there were no material instances where the Company’s customers failed to meet their contractual obligations.

Contract Assets and Liabilities

8 unchanged sentences

The Company has made an accounting policy election to omit certain disclosures related to these performance obligations, as the initial term of the Company’s performance obligations are for a term of one year or less.

The Company uses an output method to recognize revenues related to performance obligations satisfied over time.

These performance obligations, as described above, are satisfied within a calendar year.

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

3 unchanged sentences

Sales, value added and other taxes the Company collects concurrent with revenue producing activities are excluded from revenues.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Disaggregated Revenue

The Company’s primary means of disaggregating revenues is by reportable segments, which can be found in Note 13 to these 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 portfolio of products is integrated into a variety of end uses.

The Company’s primary means of disaggregating revenues 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 syntheses

• Antiblock for film packaging

• Catalyst for advanced recycling

Regeneration and treatment services • Sulfuric acid regeneration services

Regeneration and treatment services • Regenerated sulfuric acid

• 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

NOTES TO 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 years ended December 31, 2024, 2023 and 2022, respectively:

Year ended December 31, 2024

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 33,996 $ — $ 33,996

Polyethylene, polymers & engineered plastics — 106,198 106,198

Regeneration and treatment services (1)

357,376 — 357,376

Industrial, mining & automotive 206,923 — 206,923

Total segment sales $ 598,295 $ 106,198 $ 704,493

Year ended December 31, 2023

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 29,850 $ — $ 29,850

Polyethylene, polymers & engineered plastics — 106,273 106,273

Regeneration and treatment services (1)

• Virgin sulfuric acid derivatives for industrial production

• Virgin sulfuric acid derivatives for nylon production

Other • Catalyst activation

• Aluminum sulfate solution

• Ammonium bisulfite solution

The following table disaggregates the Company’s sales, by key end uses, for the years ended December 31, 2025, 2024 and 2023, respectively:

Years ended December 31,

2025 2024 2023

Industrial, mining & automotive 200,388 — 200,388

Total segment sales $ 584,844 $ 106,273 $ 691,117

Year ended December 31, 2022

Ecoservices Advanced Materials & Catalysts (2)

Clean fuels, emission control & other $ 28,966 $ — $ 28,966

Polyethylene, polymers & engineered plastics — 117,687 117,687

Regeneration and treatment services (1)

1 unchanged sentence

Industrial, mining & automotive 327,935 206,923 200,389

Total segment sales $ 702,472 $ 117,687 $ 820,159

Other 34,340 33,996 29,850

Total sales $ 723,515 $ 598,295 $ 584,845

(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) 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

50 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 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Stockholders' Equity:

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (Loss)

The following table presents the components of AOCI, net of tax, as of December 31, 2025 and 2024:

3 unchanged sentences

Foreign currency translation adjustments — ( 18,776 )

AOCI $ ( 7,407 ) $ ( 958 )

AOCI, net of tax $ 3,271 $ ( 7,407 )

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents the tax effects of each component of other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023:

1 unchanged sentence

2025 2024 2023

Pre-tax amount Tax benefit/

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

(expense) After-tax amount

amount Tax benefit/(expense) After-tax

amount Pre-tax

amount Tax benefit/(expense) After-tax

amount Pre-tax

amount Tax benefit/(expense) After-tax

Defined benefit and other postretirement plans:

Net gain (loss) $ 1,169 $ ( 291 ) $ 878 $ 1,511 $ ( 297 ) $ 1,214 $ ( 3,344 ) $ 826 $ ( 2,518 )

Net gain $ 1,295 $ ( 312 ) $ 983 $ 1,169 $ ( 291 ) $ 878 $ 1,511 $ ( 297 ) $ 1,214

Net prior service cost — — — ( 30 ) 7 ( 23 ) ( 125 ) 31 ( 94 )

Benefit plans, net 1,295 ( 312 ) 983 1,139 ( 284 ) 855 1,386 ( 266 ) 1,120

Net (loss) gain from hedging activities ( 3,525 ) 881 ( 2,644 ) ( 17,312 ) 5,186 ( 12,126 ) 33,194 ( 8,812 ) 24,382

Net loss from hedging activities ( 12,495 ) 3,414 ( 9,081 ) ( 3,525 ) 881 ( 2,644 ) ( 17,312 ) 5,186 ( 12,126 )

Foreign currency translation 18,776 — 18,776 ( 4,660 ) — ( 4,660 ) 4,056 — 4,056

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Other comprehensive income (loss) $ 7,576 $ 3,102 $ 10,678 $ ( 7,046 ) $ 597 $ ( 6,449 ) $ ( 11,870 ) $ 4,920 $ ( 6,950 )

The following table presents the changes in AOCI, net of tax, by component for the years ended December 31, 2025 and 2024:

1 unchanged sentence

postretirement

plans Net gain (loss) from hedging activities Foreign

plans Net loss from hedging activities Foreign

translation Total

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

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

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

Amounts reclassified from AOCI (1)

5 unchanged sentences

( 4 ) ( 5,966 ) — ( 5,970 )

Disposal of Advanced Materials & Catalysts — — 7,075 7,075

Net current period other comprehensive income (loss) 983 ( 9,081 ) 18,776 10,678

2 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 AOCI for the years ended December 31, 2025 and 2024:

3 unchanged sentences

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)

Net loss $ 5 $ 8 Other expense (2)

Net prior service cost — 30 Other expense (2)

5 38 Total before tax

( 10 ) 31 Tax benefit (expense)

( 1 ) ( 10 ) Tax benefit

$ 4 $ 28 Net of tax

1 unchanged sentence

Interest rate caps $ 8,208 $ 17,197 Interest expense

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

( 2,242 ) ( 4,299 ) Tax benefit

5,966 12,898 Net of tax

3 unchanged sentences

See Note 19 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 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 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.

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 year ended December 31, 2025, the Company repurchased 5,752,285 shares on the open market at an average price of $ 8.24 per share, for a total of $ 47,387 , excluding brokerage commissions and accrued excise tax .

During the year ended December 31, 2025, t he Company accrued $ 392 of excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 18 to these consolidated financial statements).

As of December 31, 2025, $ 182,207 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, 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 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.

During the year ended December 31, 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Tax Withholdings on Equity Award Vesting

2 unchanged sentences

There were 189,446 and 128,801 shares delivered to the Company to cover tax payments for the years ended December 31, 2025 and 2024 , respectively and the fair value of those shares withheld were $ 1,477 and $ 1,218 for the years ended December 31, 2025 and 2024 , respectively.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Other Operating Expense, Net:

5 unchanged sentences

Restructuring, integration and business optimization costs 4,746 267 449

955 2,655 11,566

Net loss on asset disposals 5,371 2,254 4,101

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

Other, net 5,014 1,396 369

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.

Total other operating expense, net $ 27,185 $ 12,860 $ 16,363

Inventories, Net:

2 unchanged sentences

Raw materials 5,022 2,163

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

Valued at lower of cost or market:

LIFO basis $ 31,650 $ 24,815

Valued at lower of cost and net realizable value:

FIFO or average cost basis 25,476 20,300

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:

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

Affiliated companies accounted for on the equity basis as of December 31, 2024 are as follows:

Company Country Percent

Zeolyst International USA 50 %

Netherlands 50 %

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

Current assets $ 254,541 $ 291,825

Noncurrent assets 166,999 183,717

Current liabilities 27,226 36,799

Noncurrent liabilities 5,649 5,797

2024 2023 2022

Sales $ 286,283 $ 345,002 $ 306,511

Gross profit 78,043 107,865 105,693

Operating income 37,230 70,783 67,169

Net income 37,746 74,053 68,255

(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 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.

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:

Balance at beginning of period $ 440,198 $ 436,013

Equity in net income of affiliated companies 18,873 37,027

Charges related to purchase accounting fair value adjustments ( 3,761 ) ( 6,403 )

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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.

Total inventories, net $ 26,803 $ 17,973

Property, Plant and Equipment:

8 unchanged sentences

Depreciation expense was $ 67,806 , $ 59,863 and $ 55,345 for the years ended December 31, 2025, 2024 and 2023, respectively.

Operating lease costs of $ 10,997 , $ 10,828 and $ 10,318 are included in cost of goods sold and in selling, general and administrative expenses on the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022, respectively.

Finance lease costs of $ 74 , $ 77 and $ 36 are included in cost of goods sold and in selling, general, and administrative expenses on the consolidated statement of income for the years ended December 31, 2024, 2023 and 2022, respectively.

Lease income is not material to the results of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

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:

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Operating lease costs of $ 12,396 , $ 10,360 and $ 10,218 are included in cost of goods sold and in selling, general and administrative expenses on the consolidated statements of (loss) income for the years ended December 31, 2025, 2024 and 2023, respectively.

Finance lease costs of $ 21 , $ 74 and $ 77 are included in cost of goods sold and in selling, general, and administrative expenses on the consolidated statements of (loss) income for the years ended December 31, 2025, 2024 and 2023, respectively.

Lease income is not material to the results of operations for the years ended December 31, 2025, 2024 and 2023.

The table below presents the operating and finance leases right-of-use assets and liabilities recognized on the consolidated balance sheets as of December 31, 2025 and 2024:

Balance Sheet location 2025 2024

5 unchanged sentences

Operating lease Operating lease liabilities—noncurrent 28,666 23,927

Finance lease Other long-term liabilities — 28

Total leased liabilities $ 38,161 $ 33,003

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s weighted average remaining lease term and weighted average discount rate for operating and financing leases as of December 31, 2025 and 2024 are as follows:

5 unchanged sentences

Finance leases 0.00 % 4.09 %

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Maturities of lease liabilities as of December 31, 2025 are as follows:

Year Operating

Leases Finance

2026 $ 11,788

3 unchanged sentences

Total lease liabilities (1)

$ 33,456 $ 23

(1) Refer to the above table regarding the Company’s right-of-use lease assets and lease liabilities for the classification of lease liabilities in the Company’s consolidated balance sheet as of December 31, 2024.

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:

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

Years ended December 31,

8 unchanged sentences

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

Reportable Segments:

The Company has organized its business around two operating segments based on the review of discrete financial results for each of the operating segments by the CODM, for performance assessment and resource allocation purposes.

Each of the Company’s operating segments represents a reportable segment under GAAP.

The Company’s reportable segments are organized based on the nature and economic characteristics of the Company’s products.

The Company’s two reportable segments are as follows:

(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

Ecoservices $ 598,295 $ 584,845 $ 702,472

Advanced Materials & Catalysts (1)

106,198 106,273 117,687

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.

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)

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

Advanced Materials & Catalysts (1)

64,728 81,892 77,978

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

(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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Depreciation and amortization 89,362 84,598 79,163

Unallocated corporate expenses 26,776 21,990 29,042

Joint venture depreciation, amortization and interest 13,339 13,392 15,997

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 (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

Equity-based compensation 14,043 16,031 20,632

Restructuring, integration and business optimization expenses 955 2,655 11,566

Other ( 1,511 ) 896 ( 821 )

(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

Capital expenditures:

Ecoservices $ 54,689 $ 53,705 $ 47,770

Advanced Materials & Catalysts (1)

14,712 8,441 8,194

( 448 ) 3,189 2,906

Capital expenditures per the consolidated statements of cash flows $ 68,953 $ 65,335 $ 58,870

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

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

United States $ 666,342 $ 649,652 $ 774,119

Foreign countries 38,151 41,466 46,040

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

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

Segment Information:

The segment information herein excludes the results of the divested Advanced Materials & Catalysts segment, which is reflected in discontinued operations as described in Note 4, for all periods presented.

Following the divestiture of the Advanced Materials & Catalysts segment, it was determined that the Company has one operating segment which represents one reportable segment under GAAP.

The Company’s single reportable segment, Ecoservices, derives its revenue through the sale of virgin and regenerated sulfuric acid products and services.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

The Company’s CODM evaluates the segment operating results for performance assessment and resource allocation purposes based upon entity-wide sales and expense information reported in the consolidated statements of (loss) income.

The primary measure of segment profit is net income from continuing operations as reported in the consolidated statements of (loss) income.

Significant segment expense categories evaluated by the CODM include cost of goods sold, selling, general and administrative expenses, and the other line items reported in the consolidated statements of (loss) income.

As the Company has a single reportable segment, assets are reported in the consolidated balance sheets and capital expenditures are reported in the consolidated statements of cash flows.

The CODM evaluates entity-wide results to allocate resources (including employees, property and financial or capital resources) for the 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 segment.

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

Geographic Information

All long-lived assets are located in the United States.

Substantially all of the Company’s revenue was generated from the United States.

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.

The Company sold products to two customers having 10% or more of total net sales.

Customer A accounted for 12.3 %, 14.0 % and 13.2 % of the Company’s total net sales for the years ended December 31, 2025, 2024 and 2023, 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.

Long-lived assets includes property, plant and equipment, net and right-of-use lease assets.

Long-lived assets:

United States $ 578,450 $ 575,536

Foreign countries 24,383 25,649

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.

Customer B accounted for less than 10% of the Company’s total net sales for the year ended December 31, 2025, 11.8 % of total net sales for the year ended December 31, 2024, and less than 10% of total net sales for the year ended December 31, 2023.

AND SUBSIDIARIES

2 unchanged sentences

Goodwill and Other Intangible Assets:

The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 is summarized as follows:

Ecoservices Advanced Materials & Catalysts Total

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

Foreign exchange impact — 1,307 1,307

For the October 1, 2024 goodwill assessment, the Company identified two reporting units, which aligned with the Company’s operating segments at the time.

As of September 10, 2025, the Advanced Materials & Catalysts segment was classified as held for sale and as of December 31, 2025, the Advanced Materials & Catalysts segment was sold.

See Note 4 for additional information.

The Company has identified one reporting unit and one reporting segment, Ecoservices, as of December 31, 2025.

The following relates to our remaining Ecoservices reporting unit, unless otherwise stated.

The carrying amount of goodwill associated with the Ecoservices segment was unchanged for the year ended December 31, 2024.

The following table provides a summary of the change in the carrying amount of goodwill associated with the Ecoservices segment for the year ended December 31, 2025:

Balance as of December 31, 2024 $ 326,589

Foreign exchange impact — ( 368 ) ( 368 )

Goodwill recognized (Note 5) 155

Balance as of December 31, 2025 $ 326,744

The Company completed its annual goodwill impairment test as of October 1, 2025 and 2024.

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.

The quantitative test identifies both the potential existence of impairment and the amount of impairment loss.

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 both a market approach and an income, or discounted cash flow, approach.

The Company determined the fair value of its reporting unit 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.

The Company 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.

The Company estimates reporting unit market approach fair value using publicly traded comparable company values and applies the selected market multiples to the reporting unit’s trailing twelve months Adjusted EBITDA.

The Company estimates reporting unit income-based fair value using the discounted cash flow approach.

2 unchanged sentences

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

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.

As of October 1, 2025, the fair value of the Company’s Ecoservices reporting unit exceeded its respective carrying value and therefore, no goodwill impairment exists for the year ended December 31, 2025.

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, 2025 and 2024.

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.

The Company bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative impairment test.

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 impairment of the Company’s indefinite-lived intangible assets for the years ended December 31, 2025 and 2024.

AND SUBSIDIARIES

4 unchanged sentences

Amount Accumulated

Amortization Impairment Charge Net

Amortization Net

Balance Gross

4 unchanged sentences

Non-compete agreements 700 ( 677 ) 23 700 ( 537 ) 163

Trademarks 7,484 ( 4,324 ) — 3,160 7,521 ( 3,844 ) 3,677

Trade names 1,600 ( 773 ) 827 1,600 ( 613 ) 987

1 unchanged sentence

Indefinite-lived trade names 14,800 — 14,800 14,800 — 14,800

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

Total intangible assets $ 163,570 $ ( 104,282 ) $ 59,288 $ 161,190 $ ( 93,490 ) $ 67,700

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 .

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.

Amortization expense related to customer relationships, non-compete agreements, trademarks, and trade names is included in other operating expense, net in the consolidated statements of income and was $ 10,585 , $ 10,565 and $ 10,562 for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization expense related to technical know-how is included in cost of goods sold in the consolidated statements of (loss) income and was $ 2,165 for the years ended December 31, 2025, 2024 and 2023.

Amortization expense related to customer relationships, non-compete agreements, and trade names is included in other operating expense, net in the consolidated statements of (loss) income and was $ 8,626 for the year ended December 31, 2025 and $ 8,520 for the years ended December 31, 2024 and 2023, respectively.

Estimated future aggregate amortization expense of intangible assets is as follows:

13 unchanged sentences

Finance lease and financing obligation liabilities — 23

Dividends payable — 641

Derivative liabilities 841 235

Accrued net working capital adjustment (Note 4) 7,496 —

Other 16,215 10,101

11 unchanged sentences

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 %).

On June 9, 2021, PQ Corporation (“PQ Corp”) and Ecovyst Catalyst Technologies LLC (“Ecovyst LLC” and, effective August 1, 2021, the “Borrower”), an indirect, wholly owned subsidiary of the Company, entered into an agreement for a senior secured term loan facility (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 %), with a maturity date of June 9, 2028.

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 %).

Following this amendment, the 2021 Term Loan Facility bore 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

1 unchanged sentence

(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.

On January 30, 2025, 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 2.00 % 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 interest rate on the 2025 Term Loan Facility was 5.65 % as of December 31, 2025.

3 unchanged sentences

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.

The Company may at any time voluntarily prepay loans under the 2025 Term Loan Facility in whole or in part without premium or penalty.

As a result of the Advanced Materials & Catalysts Sale, the Company was required to make a mandatory partial repayment of its 2025 Term Loan Facility in the amount of $ 161,500 .

On December 31, 2025, utilizing proceeds from the Advanced Materials & Catalysts Sale, the Company completed this mandatory repayment and also made a voluntary prepayment of $ 303,500 on its 2025 Term Loan Facility, for a total repayment of $ 465,000 .

As a result of the prepayment, the Company is no longer required to make quarterly amortization payments on the 2025 Term Loan Facility.

Debt modification and extinguishment costs

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

As a result of the mandatory repayment and voluntary prepayment, the Company wrote off $ 1,228 of unamortized deferred financing costs and $ 3,350 of original issue discount, which are included in debt modification and extinguishment costs in the consolidated statements of (loss) income during the year ended December 31, 2025.

As a result of the January 2025 amendment, the Company recorded $ 960 of third-party financing costs, which is included in debt modification and extinguishment costs in the consolidated statements of (loss) income for the year ended December 31, 2025.

No original issue discount was paid for the year ended December 31, 2025.

As a result of the June 2024 amendment, the Company recorded $ 4,471 of third-party financing costs as debt modification and extinguishment costs in the consolidated statements of (loss) income 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.

In addition, as a result of the June 2024 amendment, $ 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 year ended December 31, 2024

On May 4, 2016, PQ Corp entered into a $ 200,000 senior secured asset-based revolving credit facility (the “ABL Facility”), which provided for $ 200,000 revolving credit commitments.

On March 20, 2020, PQ Corp amended its existing ABL Facility to increase the aggregate amount of the revolving loan commitments available by $ 50,000 to $ 250,000 , consisting of up to $ 195,000 in U.S.

commitments, up to $ 15,000 in Canadian commitments and up to $ 40,000 in European commitments.

The maturity of the facility was extended to March 20, 2025.

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 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.

The maturity of the facility was extended to

AND SUBSIDIARIES

1 unchanged sentence

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

On June 9, 2021, PQ Corp and Ecovyst LLC (as defined below) entered into a third amendment agreement (the “ABL Amendment”), which amended its ABL Credit Agreement, dated as of May 4, 2016 (the “ABL Credit Agreement” and, as amended by the ABL Amendment, the “Amended ABL Credit Agreement”).

The ABL Amendment, among other things, following the sale of Performance Chemicals, decreased the aggregate amount of revolving loan commitments available to the borrowers thereunder by an aggregate amount of $ 150,000 to $ 100,000 , consisting of $ 90,000 in U.S.

March 20, 2025.

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

On June 9, 2021, PQ Corp and Ecovyst LLC entered into a third amendment agreement (the “ABL Amendment”), which amended its ABL Credit Agreement, dated as of May 4, 2016 (the “ABL Credit Agreement” and, as amended by the ABL Amendment, the “Amended ABL Credit Agreement”).

The ABL Amendment, among other things, decreased the aggregate amount of revolving loan commitments available to the borrowers thereunder by an aggregate amount of $ 150,000 to $ 100,000 , consisting of $ 90,000 in U.S.

commitments and $ 10,000 in European commitments and extended the maturity date with respect to borrowings under the Amended ABL Credit Agreement to August 2, 2026.

2 unchanged sentences

The interest rate on the ABL Facility was 7.00 % as of December 31, 2025.

On April 10, 2025, the Company amended its 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 year ended December 31, 2025.

As of December 31, 2025, there were no revolving credit borrowings outstanding under the ABL Facility.

3 unchanged sentences

The obligations of the Borrower under the ABL Facility are guaranteed by the same U.S.

subsidiary guarantors that guarantee the 2024 Term Loan Facility (as described below) and the obligations of the European Borrowers under the ABL Facility are guaranteed by a certain European subsidiary of the Borrower.

subsidiary guarantors that guarantee the 2025 Term Loan Facility (as described above).

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

subsidiary guarantors that secure the 2025 Term Loan Facility.

In addition, the ABL Facility is secured by the equity interests in, and substantially all of the assets of, certain foreign guarantors in connection with the Euro-denominated availability.

The ABL Facility and the 2025 Term Loan Facility contain various restrictive covenants.

3 unchanged sentences

The Company was in compliance with all debt covenants as of December 31, 2025 and 2024, respectively.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value of Debt

2 unchanged sentences

The fair value is classified as Level 2 based upon the fair value hierarchy (see Note 7 to these consolidated financial statements for further information on fair value measurements).

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Aggregate Long-term Debt Maturities

1 unchanged sentence

Thereafter 397,088

Other Long-term Liabilities:

The following table summarizes the components of other long-term liabilities as follows:

Pension plan liabilities $ 2,122 $ 4,937

Other postretirement benefit plan liabilities 442 457

Derivative liabilities 475 2,496

Finance lease and financing obligation liabilities 1,815 4,955

Reserve for uncertain tax positions 110 9,523

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

Total aggregate long-term debt maturities $ 397,088

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.

7 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Financial instrument Number of instruments In effect as of December 31, 2025

Current notional amount of instruments in effect Annuitized premium of instruments in effect

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

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 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 %.

Current notional amount of instruments in effect Annuitized premium of instruments in effect Cap rate in effect for all agreements at December 31, 2025

Interest rate caps 3 2 $ 625,000 $ 30,698 1.00 %

The current notional amounts of the two interest rate cap agreements in effect at December 31, 2025 are $ 175,000 and $ 450,000 .

The Company entered into a $ 175,000 interest rate cap agreement to mitigate interest rate volatility from August 2024 to July 2026 and a $ 450,000 to mitigate interest rate volatility from November 2025 to October 2026.

During the year ended December 31, 2025, the Company dedesignated a portion of its interest rate caps.

With the Company’s prepayments on the 2025 Term Loan Facility (see Note 16 to these consolidated financial statements for additional information), the original forecasted interest rate payments associated with the dedesignated portion of the interest rate cap agreement are no longer highly probable of occurring.

As a result of the discontinuance of cash flow hedge accounting on this portion of the interest rate cap agreement, the Company immediately reclassified the remaining loss of $ 743 located in AOCI into earnings as part of interest expense in the consolidated statements of (loss) income.

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 had a $ 150,000 interest rate cap agreement to mitigate interest rate volatility from August 2023 to July 2024, a $ 250,000 interest rate cap to mitigate interest rate volatility from September 2023 to October 2025, and a $ 200,000 interest rate cap agreement to mitigate interest rate volatility from November 2024 to October 2025.

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.

This amendment changed the previously annuitized premiums on the existing interest rate cap agreements.

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

4 unchanged sentences

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

Derivative not designated as hedging instrument:

Interest rate caps Prepaid and other current assets 866 —

Total derivative assets $ 1,312 $ 12,500

7 unchanged sentences

(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

The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges on AOCI and the consolidated statements of (loss) income for the years ended December 31, 2025, 2024 and 2023, respectively:

Amount of (loss) gain recognized in other comprehensive income

Years ended December 31,

2025 2024 2023

Interest rate caps $ ( 4,287 ) $ 13,672 $ 5,419

Amount of gain (loss) reclassified from AOCI

Amount of loss reclassified from AOCI

Years ended December 31,

2025 2024 2023

Interest rate caps $ ( 8,208 ) $ ( 17,197 ) $ ( 22,731 )

Amount of (gain) loss reclassified into Income

Amount of loss reclassified into income

Years ended December 31,

1 unchanged sentence

Interest rate caps $ 8,208 $ 17,197 $ 22,731

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:

The following table shows the amounts for the line items presented on the consolidated statements of (loss) income in which the effects of cash flow hedges are recorded for the years ended December 31, 2025, 2024 and 2023, respectively:

Years ended December 31,

2 unchanged sentences

Interest rate caps Interest (expense) income $ ( 34,203 ) $ ( 36,488 ) $ ( 31,697 )

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.

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 statements of (loss) income over the next twelve months is $ 584 as of December 31, 2025.

AND SUBSIDIARIES

2 unchanged sentences

Income Taxes:

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

Income from continuing operations before income taxes is shown below:

Years ended December 31,

2025 2024 2023

Domestic $ ( 17,186 ) $ 73,774 $ 86,695

Foreign 12,164 8,165 8,040

Total $ ( 5,022 ) $ 81,939 $ 94,735

The provision for income taxes as shown in the accompanying consolidated statements of income consists of the following:

$ 25,786 $ 45,205 $ 56,949

The provision (benefit) for income taxes as shown in the accompanying consolidated statements of (loss) income consists of the following:

Years ended December 31,

2 unchanged sentences

State ( 2,457 ) 1,423 2,401

Foreign 822 2,515 1,978

( 12,708 ) 4,710 19,108

1 unchanged sentence

State 14,825 ( 2,036 ) ( 10,250 )

32,206 ( 5,009 ) ( 10,382 )

Provision (benefit) for income taxes $ 19,498 $ ( 299 ) $ 8,726

During the year ended December 31, 2025, the Company has adopted ASU 2023-09 to enhance the income taxes disclosure regarding income taxes paid and the rate reconciliation disclosure.

The Company has elected to apply the guidance in ASU 2023-09 prospectively.

The income taxes paid by the Company, from both continuing and discontinued operations, are as follows:

Year ended December 31,

Federal $ 5,600

Foreign 5,240

Income taxes paid, net of refunds $ 11,048

Income taxes paid (net of refunds) exceeds 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year ended December 31,

State and local taxes

Louisiana $ ( 557 )

Other states 765

Foreign taxes

United Kingdom 4,606

Other foreign 634

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Cash payments for income taxes, net of refunds, which includes activity from both continuing and discontinued operations, prior to the adoption of the guidance in ASU 2023-09 is as follows:

Years ended December 31,

Domestic $ 22,860 $ 21,973

Foreign 3,399 464

Cash payments for income taxes, net of refunds $ 26,259 $ 22,437

The differences between income taxes expected at the U.S.

federal statutory income tax rate and income taxes reported were as follows:

Year ended December 31,

Income from continuing operations before income taxes $ 25,786

federal statutory tax rate 5,415 21.0 %

State and local income taxes, net of federal income tax effect (1)

12,884 50.0 %

Nontaxable or nondeductible items

162(m) compensation disallowance 278 1.1 %

Stock compensation 819 3.2 %

Other 218 0.8 %

Changes in unrecognized tax benefits ( 116 ) ( 0.4 ) %

Provision for income taxes $ 19,498 75.6 %

(1) Kansas makes up the majority (greater than 50%) of the state income tax expense (benefit), net of federal income tax effect category.

Additionally, this line item includes tax expense of $ 13,305 related to the establishment of a valuation allowance on the Company’s Kansas Investment Tax Credits (“ITCs”).

After the Advanced Materials & Catalysts divestiture, the Company determined that it is no longer more likely than not that these credits will be realized as it no longer owns the Kansas property which previously qualified for the respective ITCs.

A reconciliation of income tax expense at the U.S.

federal statutory income tax rate to actual income tax expense is as follows:

federal statutory income tax rate to actual income tax (benefit) expense prior to the adoption of the guidance in ASU 2023-09 is as follows:

Years ended December 31,

2024 2023 2022

Tax at statutory rate $ 9,493 $ 11,959

2 unchanged sentences

State credit - valuation allowance release — ( 10,203 )

Rate changes — ( 101 ) —

Stock compensation 222 1,624

Compensation disallowance under 162(m) 148 2,088

Foreign tax credits ( 900 ) ( 848 ) —

Impairment of investment in affiliated companies 13,272 — —

Research and development tax credits ( 600 ) ( 400 ) ( 366 )

Other, net 170 414

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

(Benefit) provision for income taxes $ ( 299 ) $ 8,726

AND SUBSIDIARIES

1 unchanged sentence

(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:

3 unchanged sentences

Pension — 280

Inventory 1,389 —

Operating lease liability 10,424 8,163

1 unchanged sentence

State credits 13,305 14,359

Foreign withholding tax credits 9,083 9,083

Total deferred tax assets, gross 49,229 57,232

3 unchanged sentences

Depreciation $ ( 69,470 ) $ ( 67,888 )

Pension ( 57 ) —

Inventory — ( 3,306 )

5 unchanged sentences

Under the tax laws of various jurisdictions in which we operate, deductions or credits that cannot be fully utilized for tax purposes during the year may be carried forward, subject to statutory limitations, to reduce taxable income or taxes payable in a future year.

As of December 31, 2024, the Company has indefinite carryforwards of $ 9,083 foreign withholding tax credits.

The Company has recorded a full valuation allowance against the foreign withholding tax credits as it is more likely than not that the benefit from these foreign tax credits will never be realized.

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 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 $ 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.

As of December 31, 2025, the Company has $ 13,305 of deferred tax assets related to state tax credits, which are subject to a 16-year carryforward period.

The Company has recorded a full valuation allowance against the state tax credits as it is more likely than not that the benefit from these state tax credits will not be realized.

The Company has $ 13,300 of deferred tax assets related to state net operating losses, which are subject to various carryforward periods of 5 to 20 years.

A partial valuation allowance of $ 7,485 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, 2025 and 2024 was primarily driven by the Advanced Materials & Catalysts sale and reversal of the related deferred balances, differences between book and tax basis depreciation, 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 and activity with respect to the amortization of previously capitalized research and experimentation costs.

The net change in the total valuation allowance was an increase of $ 13,202 in 2025.

The valuation allowance at December 31, 2025 was related to state net operating loss carryforwards and state tax credits that, in the judgment of management, are not more likely than not to be realized.

In assessing the ability to realize deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considered the scheduled reversal of

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.

The valuation allowance at December 31, 2024 was related to state and foreign net operating loss carryforwards and foreign withholding tax credits that, in the judgment of management, are not more likely than not to be realized.

In assessing the ability to realize deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considered the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies that are prudent in making this assessment.

deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies that are prudent in making this assessment.

In order to fully realize deferred tax assets, the Company will need to generate future taxable income prior to the expiration of the net operating loss and credit carryforwards.

The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

The cumulative unremitted earnings of foreign subsidiaries outside the United States are considered permanently reinvested, for which no withholding taxes have been provided.

Such earnings are expected to be reinvested indefinitely and, as a result, no deferred tax liability has been recognized with regard to such earnings.

Determination of the deferred withholding tax liability on these unremitted earnings is not practicable.

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be indefinitely reinvested amounted to $ 199,650 at December 31, 2024.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits.

2 unchanged sentences

Balance at beginning of period $ 87 $ 8,110

Increases related to prior year tax positions — 323

Uncertain tax benefit sustained due to lapsing of statue of limitations ( 87 ) ( 8,023 )

1 unchanged sentence

To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period for which the event occurs requiring the adjustment.

The total amount of interest and penalties recognized in provision for income taxes on continuing operations was $ 1,390 and $ 855 for the years ended December 31, 2024 and 2023, respectively.

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)

There were no interest and penalties recognized in provision (benefit) for income taxes on continuing operations for the year ended December 31, 2025.

The total amount of interest and penalties recognized in provision (benefit) for income taxes on continuing operations was $ 1,390 for the year ended December 31, 2024.

There were no accrued interest and penalties as of December 31, 2025.

The Company files numerous consolidated and separate income tax returns in the U.S.

federal jurisdiction and in many state and foreign jurisdictions.

federal jurisdiction.

The following describes the open tax years, by significant tax jurisdiction, as of December 31, 2025:

2 unchanged sentences

United States-State 2020-2025

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.

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.

federal tax positions, primarily due to the expiration of statutes of limitations within the next twelve months.

As of December 31, 2024 and 2023, the Company no longer has a federal net operating loss or foreign tax credit carryforward.

Cash payments for income taxes, net of refunds, are as follows:

Years ended December 31,

2024 2023 2022

Domestic $ 22,860 $ 21,973 $ 13,277

Foreign 3,399 464 359

$ 26,259 $ 22,437 $ 13,636

On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax for certain large corporations with average annual adjusted financial statement income in excess of $1 billion for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.

Historically the Company has made discretionary share repurchases under its share repurchase programs.

Beginning in 2023, these transactions will be subject to the excise tax of the IRA.

See Note 7 to these consolidated financial statements for information on the accrued excise tax related to these stock repurchases.

Given that the Company has utilized state net operating losses 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.

Benefit Plans:

21 unchanged sentences

Premiums paid — — ( 3 ) ( 3 )

Actuarial (gain) loss ( 3,460 ) 1,565 ( 33 ) 9

Actuarial loss (gain) 1,529 ( 3,460 ) 2 ( 33 )

Benefit obligation at end of the period 62,051 61,721 488 463

8 unchanged sentences

Funded status of the plans (underfunded) $ ( 293 ) $ ( 2,032 ) $ ( 488 ) $ ( 463 )

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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.

Defined Benefit Pension Plans — The actuarial loss for the year ended December 31, 2025 was $ 1,529 , which was driven by decreases in the discount rates of $ 1,429 and declines in general demographic experience of $ 100 .

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 .

Amounts recognized in the consolidated balance sheets consist of:

8 unchanged sentences

The net amount of projected benefit obligation and plan assets for all underfunded plans was classified as noncurrent liabilities in the consolidated balance sheets.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Amounts recognized in AOCI consist of:

2 unchanged sentences

2025 2024 2025 2024

Prior service cost $ — $ — $ — $ 30

Net gain $ 3,143 $ 1,849 $ 101 $ 107

2 unchanged sentences

Net amount recognized $ 2,374 $ 1,386 $ 76 $ 81

Components of net periodic benefit cost consist of:

Components of net periodic (benefit) expense consist of:

Defined Benefit Pension Plans Other Postretirement Benefit Plan

7 unchanged sentences

Net periodic (benefit) expense $ 43 $ ( 146 ) $ 209 $ 22 $ ( 8 ) $ ( 103 )

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.

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

AND SUBSIDIARIES

7 unchanged sentences

Amortization of prior service credit — — — 30

Amortization or settlement recognition of net gain (loss) 6 ( 61 ) 2 2

Amortization or settlement recognition of net gain 1 6 4 2

Total recognized in other comprehensive (income) loss ( 1,296 ) ( 1,130 ) 6 ( 1 )

83 unchanged sentences

Defined Contribution Plans

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.

The Company has defined contribution plans covering domestic employees of the Company.

Prior to the closing of the Advanced Materials & Catalysts sale, the defined contribution plans also covered a foreign subsidiary.

The Company recorded expenses, including expenses related to discontinued operations, of $ 8,528 , $ 7,619 and $ 7,015 related to these plans for the years ended December 31, 2025, 2024 and 2023, respectively.

AND SUBSIDIARIES

6 unchanged sentences

The Company has granted RSAs, RSUs and PSUs as part of its equity incentive compensation program.

Modifications

Sale of Advanced Materials & Catalysts

The Compensation Committee of the Company’s Board (“Compensation Committee”) approved modifications with respect to RSUs held by employees of the Advanced Materials & Catalysts business at the time of the sale (see Note 4 to these consolidated financial statements).

These modifications provide that any unvested RSUs held by Advanced Materials & Catalysts employees which are due to vest by April 30, 2026, will continue to follow their initial vesting schedule, as long as the employee stays employed by the Buyer until the vesting date.

Any unvested RSUs that were scheduled to vest after April 30, 2026, were forfeited at the time of the sale in accordance with the original RSU terms.

This modification did not have a material impact on stock-based compensation expense.

Stock Options

13 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 unchanged sentences

Exercisable at December 31, 2025 456,887 $ 10.31 1.55 $ 574

(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.

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.

1 unchanged sentence

Additionally, cash proceeds received by the Company from the exercise of stock options were no t material for the years ended December 31, 2025, 2024 and 2023 respectively.

There were no stock option awards granted during the years ended December 31, 2024, 2023 and 2022.

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option grants.

AND SUBSIDIARIES

1 unchanged sentence

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

There were no stock option awards granted during the years ended December 31, 2025, 2024 and 2023.

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option grants.

Restricted Stock Awards, Restricted Stock Units and Performance Stock Units

4 unchanged sentences

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.

During the year ended December 31, 2025, the Company did not grant any RSAs.

As of December 31, 2025, the Company did not have any outstanding unvested RSAs subject to performance vesting condition.

6 unchanged sentences

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 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.

The PSUs, to the extent earned, will vest on the date the 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 CONSOLIDATED FINANCIAL STATEMENTS

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

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, 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 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.

The PSUs granted during the year ended December 31, 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, 2024 through December 31, 2026 (“Performance period”).

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.

During the year ended December 31, 2023, the Company granted 721,537 PSUs (at target) under its equity incentive plan.

4 unchanged sentences

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In February 2025, the Compensation Committee certified the achievement of the performance metrics for the three-year period ended December 31, 2024, related to the PSUs granted during the year ended December 31, 2022.

11 unchanged sentences

(1) Relative to the TSR performance measure only.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Award Activity

18 unchanged sentences

(1) Based on target.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Cash proceeds received by the Company from the exercise of stock options were not material for the year ended December 31, 2025.

2 unchanged sentences

The total fair value of PSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 0 , $ 0 and $ 4,035 , 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.

4 unchanged sentences

Stock-Based Compensation Expense

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.

For the years ended December 31, 2025, 2024 and 2023, total stock-based compensation expense for the Company included in continuing operations was $ 9,746 , $ 11,126 and $ 12,984 , respectively.

The associated income tax benefit recognized in the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 was $ 1,597 , $ 2,493 and $ 1,655 , respectively.

As of December 31, 2024, there was no unrecognized compensation cost related to nonvested restricted stock awards subject to service vesting conditions.

As of December 31, 2024, unrecognized compensation cost was $ 8,697 for restricted stock units and $ 5,320 for performance stock units.

The weighted-average period over which these costs are expected to be recognized at December 31, 2024 is 1.64 years for the restricted stock units and 1.55 years for the performance stock units.

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.

As of December 31, 2025, there was no unrecognized compensation cost related to nonvested RSAs subject to service vesting conditions.

As of December 31, 2025, unrecognized compensation cost was $ 4,567 for RSUs and $ 3,786 for PSUs.

The weighted-average period over which these costs are expected to be recognized at December 31, 2025 is 1.64 years for the RSUs and 1.79 years for the PSUs.

No expense has been recognized for any stock options subject to the performance condition for the years ended December 31, 2025, 2024 and 2023, and no expense has been recognized for any RSAs subject to the performance condition for the years ended December 31, 2025 and 2024, as the performance-based criteria was not achieved nor considered probable of achievement.

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 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:

4 unchanged sentences

Weighted average shares outstanding – Diluted 115,957,562 117,447,438 119,487,709

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

The Company utilizes 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.

Basic and diluted income per share are calculated as follows:

1 unchanged sentence

2025 2024 2023

(Loss) income from continuing operations attributable to Ecovyst Inc.

$ ( 6,652 ) $ 71,154 $ 69,795

Income from discontinued operations attributable to Ecovyst Inc.

Net (loss) income attributable to Ecovyst Inc.

$ ( 6,652 ) $ 71,154 $ 73,697

Net income from continuing operations $ 6,288 $ 45,504 $ 48,223

Net (loss) income from discontinued operations, net of tax ( 77,414 ) ( 52,156 ) 22,931

Net (loss) income $ ( 71,126 ) $ ( 6,652 ) $ 71,154

Weighted average shares outstanding – Basic 115,291,879 116,719,437 118,367,214

1 unchanged sentence

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 income per share—continuing operations $ 0.05 $ 0.39 $ 0.41

Diluted income per share—continuing operations $ 0.05 $ 0.39 $ 0.40

Basic (loss) income per share—discontinued operations $ ( 0.67 ) $ ( 0.45 ) $ 0.19

Diluted (loss) income per share—discontinued operations $ ( 0.67 ) $ ( 0.44 ) $ 0.19

Basic (loss) income per share $ ( 0.62 ) $ ( 0.06 ) $ 0.60

Diluted (loss) income per share $ ( 0.61 ) $ ( 0.06 ) $ 0.60

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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:

1 unchanged sentence

2025 2024 2023

RSAs with performance only targets not yet achieved — — 539,688

Stock options with performance only targets not yet achieved — — 51,526

5 unchanged sentences

These stock options and anti-dilutive awards are not included in the dilution calculation, as their inclusion would have the effect of increasing diluted income per share or reducing diluted loss per share.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Commitments and Contingent Liabilities:

9 unchanged sentences

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.

In 1997, the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) required characterization and remediation of the 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.

4 unchanged sentences

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 Peyton Slough SEP is being 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.

In addition, the Company has negotiated and 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of December 31, 2025 and 2024, the Company has recorded a reserve of $ 296 and $ 216 , respectively, for subsurface remediation, including the Soil Vapor Extraction Project, at the Company’s Dominguez, California site.

4 unchanged sentences

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.

Annual inspections of the now covered areas containing pesticide impacted soil and repairs, as warranted, are expected to continue.

As of December 31, 2025 and 2024, the Company has recorded a reserve of $ 45 and $ 37 , respectively, 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 Company only uses this area for loading virgin sulfuric acid and unloading spent sulfuric 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;

7 unchanged sentences

The letters of credit are supported by the Company’s ABL facility.

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

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 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.

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

1 unchanged sentence

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

Quarterly Financial Summary (Unaudited):

The following tables summarize the Company’s quarterly financial results during the years ended December 31, 2025 and 2024:

First Quarter Second Quarter Third Quarter Fourth Quarter

Sales $ 143,109 $ 176,065 $ 204,907 $ 199,434

Gross profit 19,098 40,161 52,075 46,752

Operating (loss) income ( 981 ) 15,780 28,275 21,811

Net (loss) income from continuing operations ( 8,134 ) 5,022 185 9,215

Net income (loss) from discontinued operations, net of tax 4,537 964 ( 79,440 ) ( 3,475 )

Net (loss) income ( 3,597 ) 5,986 ( 79,255 ) 5,740

(Loss) earnings per common share - basic:

Continuing operations $ ( 0.07 ) $ 0.04 $ 0.00 $ 0.08

Discontinued operations $ 0.04 $ 0.01 $ ( 0.70 ) $ ( 0.03 )

Net (loss) earnings per share - basic $ ( 0.03 ) $ 0.05 $ ( 0.70 ) $ 0.05

(Loss) earnings per common share - diluted:

Continuing operations $ ( 0.07 ) $ 0.04 $ 0.00 $ 0.08

Discontinued operations $ 0.04 $ 0.01 $ ( 0.69 ) $ ( 0.03 )

Net (loss) earnings per share - diluted $ ( 0.03 ) $ 0.05 $ ( 0.69 ) $ 0.05

Weighted average shares outstanding:

Basic 117,264,124 116,232,528 113,901,834 113,357,158

Diluted 117,264,124 116,535,060 114,869,273 114,454,479

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

First Quarter Second Quarter Third Quarter Fourth Quarter

Sales $ 141,602 $ 153,958 $ 153,868 $ 148,867

Gross profit 33,232 42,028 45,135 42,989

Operating income 13,481 21,667 27,543 22,442

Net income from continuing operations 2,048 5,027 14,612 23,817

Net (loss) income from discontinued operations, net of tax ( 827 ) 3,268 ( 361 ) ( 54,236 )

Net income (loss) 1,221 8,295 14,251 ( 30,419 )

Earnings (loss) per common share - basic:

Continuing operations $ 0.02 $ 0.04 $ 0.13 $ 0.20

Discontinued operations $ ( 0.01 ) $ 0.03 $ 0.00 $ ( 0.47 )

Net earnings (loss) per share - basic $ 0.01 $ 0.07 $ 0.12 $ ( 0.26 )

Earnings (loss) per common share - diluted:

Continuing operations $ 0.02 $ 0.04 $ 0.12 $ 0.20

Discontinued operations $ ( 0.01 ) $ 0.03 $ 0.00 $ ( 0.46 )

Net earnings (loss) per share - diluted $ 0.01 $ 0.07 $ 0.12 $ ( 0.26 )

Weighted average shares outstanding:

Basic 116,955,043 116,912,332 116,490,634 116,518,933

Diluted 117,451,149 117,635,289 117,187,054 117,515,453

Supplemental Cash Flow Information:

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

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

Years ended December 31,

7 unchanged sentences

Accrued excise tax on share repurchases (Note 8) 392 — 638

(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 (see Note 18 to these consolidated financial statements for details).

(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 for the periods presented (see Note 17 to these consolidated financial statements for details).

(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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Subsequent Events:

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.

The Company has evaluated subsequent events since the balance sheet date and determined that there are no additional items to disclose.

AND SUBSIDIARIES (PARENT)

9 unchanged sentences

Pension and postretirement benefits 983 855 1,120

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

Net loss from hedging activities ( 9,081 ) ( 2,644 ) ( 12,126 )

Foreign currency translation 18,776 ( 4,660 ) 4,056

22 unchanged sentences

( 261,131 ) ( 222,826 )

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

Accumulated other comprehensive income (loss) 3,271 ( 7,407 )

Total equity 603,440 700,460

9 unchanged sentences

Net (loss) income $ ( 71,126 ) $ ( 6,652 ) $ 71,154

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

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

Equity in net (income) from subsidiaries 58,810 ( 7,391 ) ( 87,185 )

23 unchanged sentences

To the Management Committee of Zeolyst International

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, 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.

We have audited the accompanying financial statements of Zeolyst International (the “Partnership”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations and accumulated earnings, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

4 unchanged sentences

Emphasis of Matter

As discussed within Footnote 15 to the financial statements, the Partnership has significant related party transactions.

As discussed in Note 15 to the financial statements, the Partnership has entered into significant related party transactions with its partners and affiliates of its partners.

Our opinion is not modified with respect to this matter.

29 unchanged sentences

Operating income 40,791 35,224 69,394

Interest expense (income), net (705) (453) 270

Interest income, net (947) (705) (453)

Other expense (income), net 2,338 2,557 (497)

49 unchanged sentences

Balance, December 31, 2025 (1)

$ 27,465 $ 96,890 $ 124,355

Shell Catalysts & Technologies:

12 unchanged sentences

Total partners' capital at December 31, 2025 $ 54,930 $ 193,779 $ 248,709

(1) Partners’ capital transferred from Ecovyst Inc.

to Technip Energies N.V.

as a result of Ecovyst completing the sale of its Advanced Materials & Catalysts business on December 31, 2025 (see Note 1 for additional information).

See accompanying notes to financial statements.

37 unchanged sentences

Organization:

Zeolyst International is a Kansas general partnership (“Partnership”) by and between Ecovyst Catalyst Technologies LLC (“Ecovyst”) and Shell Catalysts & Technologies (formerly referred to as CRI Zeolites Inc.

Zeolyst International is a Kansas general partnership (“Partnership”) by and formerly between Ecovyst Catalyst Technologies LLC (“Ecovyst”) and Shell Catalysts & Technologies (formerly referred to as CRI Zeolites Inc.

(“CRI”)), a Royal Dutch Shell affiliate (collectively, the “Partners”) formed pursuant to a Partnership Agreement dated February 1, 1988, as amended (“the Agreement”).

Pursuant to a Contribution, Assignment, and Assumption Agreement dated July 29, 2021 (the “Contribution Agreement”) by and between Ecovyst and PQ Corporation (“PQ”), PQ transferred and Ecovyst assumed PQ’s interest in the Partnership and the Agreement.

The percentage interests as of December 31, 2024 and 2023 are as follows:

Shell Catalysts & Technologies 50%

The percentage interests as December 31, 2025 and 2024 are as follows:

Technip Energies N.V.

50% Ecovyst 50%

Shell Catalysts & Technologies 50% Shell Catalysts & Technologies 50%

(1) Reflects the change in ownership as a result of Ecovyst completing the sale of its Advanced Materials & Catalysts business on December 31, 2025 (see below).

The Partnership was formed pursuant to the Kansas Uniform Partnership Act.

4 unchanged sentences

See Note 15 for further information on related party transactions.

Recent Developments

On December 31, 2025, Ecovyst completed the sale of its Advanced Materials & Catalysts business, which included its equity interest in the Partnership, to Technip Energies N.V.

for a purchase price of $556,000.

As a result of this transaction, Technip Energies N.V.

succeeded Ecovyst as a partner in Zeolyst International, subject to the terms of the Partnership and the Agreement.

Partnership Business:

10 unchanged sentences

Cash and cash equivalents include investments with original terms to maturity of 90 days or less from the time of purchase.

ZEOLYST INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

(in thousands)

Restricted Cash.

1 unchanged sentence

The Partnership had no restricted cash balances as of December 31, 2025 and 2024.

Trade Accounts Receivables and Allowance for Doubtful Accounts.

Trade accounts receivables are recorded at the invoiced amount and do not bear interest.

Trade Accounts Receivable and Allowance for Doubtful Accounts.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The Partnership maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.

4 unchanged sentences

The Partnership establishes reserves for slow-moving and obsolete inventory.

ZEOLYST INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

(in thousands)

Property, Plant and Equipment.

23 unchanged sentences

In May 2017, the Partnership made a $6,500 strategic investment for license of materials-based solutions for catalytic and separations processes.

In April 2018, the Partnership made a $4,000 strategic investment to buy down royalty obligations related to certain license agreements.

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.

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.

In April 2018, the Partnership made a $4,000 strategic investment to buy down

ZEOLYST INTERNATIONAL

1 unchanged sentence

(in thousands)

royalty obligations related to certain license agreements.

The Partnership incurred intangible asset related amortization expense of $1,050 for the years ended December 31, 2025, 2024 and 2023, respectively, related to these investments.

Estimated future aggregate amortization expense of intangible assets is as follows:

23 unchanged sentences

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

The total sales returns reserve was $1,188 for the years ended December 31, 2025 and 2024.

ZEOLYST INTERNATIONAL

1 unchanged sentence

(in thousands)

products shipped to customers are classified as cost of goods sold.

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 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.

15 unchanged sentences

Actual results could differ from those estimates.

Revision of Previously Issued Financial Statements.

During the preparation of the financial statements for the year ended December 31, 2024, the Partnership identified an error in prior period cost of goods sold.

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.

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

December 31, 2022

As reported Adjustment As revised As reported Adjustment As revised

Cost of goods sold $ 212,513 $ (5,930) $ 206,583 $ 154,498 $ (2,646) $ 151,852

Gross profit 100,450 5,930 106,380 110,562 2,646 113,208

Operating income 63,464 5,930 69,394 72,131 2,646 74,777

Net income 64,414 5,930 70,344 71,351 2,646 73,997

Accumulated earnings at beginning of year 266,089 (3,426) 262,663 264,738 (6,072) 258,666

Accumulated earnings at end of year 274,503 2,504 277,007 266,089 (3,426) 262,663

ZEOLYST INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

(in thousands)

The following table summarizes the effect of the revision on the affected line items within the balance sheets:

December 31, 2023

As reported Adjustment As revised

Inventories $ 114,822 $ 2,504 $ 117,326

Total current assets 238,844 2,504 241,348

Total assets 360,746 2,504 363,250

PARTNERS’ CAPITAL

Accumulated earnings 274,503 2,504 277,007

Net partners' capital 329,433 2,504 331,937

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 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.

In July 2025, the Financial Accounting Standards Board (“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 Partnership is currently evaluating the impact of this guidance.

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.

4 unchanged sentences

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.

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

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.

ZEOLYST INTERNATIONAL

28 unchanged sentences

The Partnership has made an accounting policy election to omit certain disclosures related to remaining performance obligations for contracts which have an initial term of one year or less.

The Partnership uses an output method to recognize revenues related to performance obligations.

These performance obligations, as described above, are satisfied within a calendar year.

As such, the Partnership has elected to utilize the “as-invoiced” practical expedient, which permits the Partnership 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.

ZEOLYST INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

(in thousands)

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

3 unchanged sentences

Sales, value added and other taxes the Partnership collects concurrent with revenue producing activities are excluded from revenues.

ZEOLYST INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

(in thousands)

Disaggregated Revenue

The following table disaggregates the Partnership’s sales by end use for the years ended December 31, 2025, 2024 and 2023:

Years ended December 31,

2025 2024 2023

2 unchanged sentences

Total $ 263,155 $ 233,079 $ 312,963

Accounts Receivable and Allowance for Doubtful Accounts:

The components of accounts receivable are as follows:

Trade Accounts Receivable and Allowance for Doubtful Accounts:

The components of trade receivables, net are as follows:

Trade accounts receivable $ 28,479 $ 46,071

Allowance (1,188) (1,052)

$ 44,883 $ 113,822

Inventories were classified is as follows:

Allowance for doubtful accounts (1,188) (1,188)

Trade receivables, net $ 27,291 $ 44,883

Inventories were classified as follows:

Finished products and work in process $ 121,067 $ 116,593

Raw materials and containers 6,096 6,835

$ 123,428 $ 117,326

Total inventories $ 127,163 $ 123,428

ZEOLYST INTERNATIONAL

8 unchanged sentences

accumulated depreciation (214,015) (199,231)

$ 96,015 $ 105,211

Total property, plant and equipment, net $ 87,558 $ 96,015

Depreciation expense was $14,926, $14,871 and $15,217 for the years ended December 31, 2025, 2024 and 2023, respectively.

1 unchanged sentence

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, 2025, 2024 and 2023, respectively.

Cash payments on operating leases included in operating cash flows was $310 for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash payments on operating leases included in operating cash flows were $310 for the years ended December 31, 2025, 2024 and 2023, respectively.

The remaining lease term is 26 years with a weighted average discount rate of 3.25%.

17 unchanged sentences

$ 1,603 $ 1,273

On March 2, 2016, the Partnership entered into a five-year revolving line of credit facility of $60,000, which carries an initial interest rate of LIBOR or the base rate plus an interest margin of 0.75% per annum.

On May 26, 2020, this agreement was amended to extend the term to May 25, 2022.

On November 30, 2021, this agreement was amended again to extend the term to November 29, 2026.

In March 2016, the Partnership entered into a five-year revolving line of credit facility of $60,000, which carries an initial interest rate of LIBOR or the base rate plus an interest margin of 0.75% per annum.

In May 2020, this agreement was amended to extend the term to May 25, 2022.

In November 2021, this agreement was amended again to extend the term to November 29, 2026.

The interest rate on the facility was LIBOR or the base rate plus an interest margin of 1.00% per annum.

On March 13, 2023, the Partnership amended the revolving line to replace LIBOR with SOFR as the benchmark interest rate.

Following this amendment, the revolving line of credit facility will bear interest at an adjusted term SOFR rate or the base rate plus an interest margin of 1.00% per annum.

In March 2023, the Partnership amended the revolving line to replace LIBOR with SOFR as the benchmark interest rate.

Following this amendment, the revolving line of credit facility bears interest at an adjusted term SOFR rate or the base rate plus an interest margin of 1.00% per annum.

As of December 31, 2025, availability under this agreement was $60,000.

19 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.

Negotiations are advancing between the parties to create a replacement for the Tolling Agreement, which is set to terminate in January 2026.

The Tolling Agreement terminated effective December 30, 2025.

The Partnership entered into a new ten-year tolling agreement with Shell effective December 31, 2025, which contained updates to certain terms and conditions from the original Tolling Agreement.

The Partnership pays Shell for materials utilized plus a daily charge rate based on the actual days of production.

22 unchanged sentences

In addition, certain product demonstration costs of $1,058, $1,029 and $1,819 during the years ended December 31, 2025, 2024 and 2023, respectively, were recorded in the cost of goods sold line of the accompanying statements of operations and accumulated earnings.

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.

The Partnership recognized an immaterial amount of sales to Ecovyst for the year ended December 31, 2025, no sales to Ecovyst for the year ended December 31, 2024 and $236 sales to Ecovyst during the year ended December 31, 2023.

As of December 31, 2025 and 2024, the accounts payable to affiliates consisted of $3,917 and $2,794 due to Ecovyst.

5 unchanged sentences

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.

As described in Note 1, on December 31, 2025, Ecovyst completed the sale of its Advanced Materials & Catalysts segment, which included its equity interest in the Partnership, to Technip Energies N.V.

As a result of this transaction, Ecovyst is no longer a related party of the Partnership as of December 31, 2025.

Shell Catalysts & Technologies

6 unchanged sentences

Certain engineering, management-related, broker-related, and research and development services are provided to the Partnership by Shell.

During the years ended December 31, 2024, 2023 and 2022, the Partnership was charged $23,388, $20,699 and $19,554, respectively, for these services.

These amounts are included in the selling, general and administrative line item in the accompanying statements of operations and accumulated earnings.

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

During the years ended December 31, 2025, 2024 and 2023, the Partnership was charged

ZEOLYST INTERNATIONAL

1 unchanged sentence

(in thousands)

depreciated using the straight-line method over its estimated useful life.

$18,661, $23,388 and $20,699, respectively, for these services.

These amounts are included in the selling, general and administrative line item in the accompanying statements of operations and accumulated earnings.

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 depreciated using the straight-line method over its estimated useful life.

As of December 31, 2025, the balance of this asset amounted to $8,370, and is recorded in other long-term assets on the balance sheet.

16 unchanged sentences

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.

as of December 31, 2025 and 2024.

There were $10,526 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, 2025 and $4,772 of accounts payable due to Zeolyst C.V.

as of December 31, 2024.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures