What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-05 · 204 added, 432 removed, 473 unchanged (57% of the section changed)

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except share and per share amounts)

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Sales $ 214,952 $ 143,109

3 unchanged sentences

Other operating expense, net 4,751 3,579

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

Operating income (loss) 12,537 ( 981 )

Interest expense, net 3,172 8,353

Debt modification and extinguishment costs — 960

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

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

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

Other expense, net 30 78

Income (loss) from continuing operations before income taxes 9,335 ( 10,372 )

Provision (benefit) for income taxes 3,589 ( 2,238 )

Net income (loss) from continuing operations 5,746 ( 8,134 )

Net (loss) income from discontinued operations, net of tax ( 1,432 ) 4,537

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

Net (loss) income per share:

Net income (loss) $ 4,314 $ ( 3,597 )

Net income (loss) per share:

Basic income (loss) per share - continuing operations $ 0.05 $ ( 0.07 )

2 unchanged sentences

Diluted (loss) income per share - discontinued operations $ ( 0.01 ) $ 0.04

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

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

Basic income (loss) per share $ 0.04 $ ( 0.03 )

Diluted income (loss) per share $ 0.04 $ ( 0.03 )

Weighted average shares outstanding:

3 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

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

Other comprehensive (loss) income, net of tax:

Net income (loss) $ 4,314 $ ( 3,597 )

Other comprehensive income, net of tax:

Pension and postretirement benefits ( 104 ) ( 1 )

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

Net gain (loss) from hedging activities 1,018 ( 4,304 )

Foreign currency translation — 4,531

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

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

Total other comprehensive income 914 226

Comprehensive income (loss) $ 5,228 $ ( 3,371 )

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2026 December 31,

4 unchanged sentences

Prepaid and other current assets 13,619 8,736

Current assets held for sale 91,813 83,684

Total current assets 304,294 319,357

4 unchanged sentences

Other long-term assets 38,054 36,495

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

Total assets $ 1,246,617 $ 1,260,978

Current maturities of long-term debt $ 8,730 $ 8,730

Accounts payable $ 49,744 $ 48,048

1 unchanged sentence

Accrued liabilities 67,919 63,272

Current liabilities held for sale 17,705 24,582

Total current liabilities 127,923 120,815

3 unchanged sentences

Other long-term liabilities 1,776 2,188

Long-term liabilities held for sale 651 2,168

Total liabilities 671,432 657,538

2 unchanged sentences

authorized shares 450,000,000 ;

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

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

issued shares 140,872,846 and 140,872,846 on March 31, 2026 and December 31, 2025, respectively;

outstanding shares 109,450,306 and 111,805,102 on March 31, 2026 and December 31, 2025, respectively

Preferred stock ($ 0.01 par);

authorized shares 50,000,000 ;

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

no shares issued or outstanding on March 31, 2026 and December 31, 2025

Additional paid-in capital 1,103,372 1,108,525

1 unchanged sentence

Treasury stock, at cost;

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

shares 31,422,540 and 29,067,744 on March 31, 2026 and December 31, 2025, respectively

( 289,461 ) ( 261,131 )

Accumulated other comprehensive loss ( 3,871 ) ( 7,407 )

Accumulated other comprehensive income 4,185 3,271

Total equity 575,185 603,440

1 unchanged sentence

See accompanying notes to condensed consolidated financial statements.

-ECOVYST INC.

AND SUBSIDIARIES

6 unchanged sentences

Balance, December 31, 2025 $ 1,409 $ 1,108,525 $ ( 248,634 ) $ ( 261,131 ) $ 3,271 $ 603,440

Net loss — — ( 3,597 ) — — ( 3,597 )

Other comprehensive income — — — — 226 226

Tax withholdings on equity award vesting

— — — ( 1,477 ) — ( 1,477 )

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

Shares issued under equity incentive plan, net of forfeitures — ( 9,519 ) — 9,519 — —

Balance, March 31, 2025 $ 1,409 $ 1,100,345 $ ( 181,105 ) $ ( 214,784 ) $ ( 7,181 ) $ 698,684

Net income — — 4,314 — — 4,314

2 unchanged sentences

Excise tax on repurchases of common shares — — — ( 268 ) — ( 268 )

Stock compensation expense — 3,395 — — — 3,395

Shares issued under equity incentive plan, net of forfeitures — ( 212 ) — 259 — 47

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

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

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

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

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

Tax withholdings on equity award vesting

— — — ( 1,253 ) — ( 1,253 )

Stock compensation expense — 3,658 — — — 3,658

Shares issued under equity incentive plan, net of forfeitures — ( 8,811 ) — 8,977 — 166

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

Balance, March 31, 2026 $ 1,409 $ 1,103,372 $ ( 244,320 ) $ ( 289,461 ) $ 4,185 $ 575,185

stock Additional

2 unchanged sentences

comprehensive

(loss) income Total

Balance, December 31, 2024 $ 1,409 $ 1,106,792 $ ( 177,508 ) $ ( 222,826 ) $ ( 7,407 ) $ 700,460

Net income — — 1,221 — — 1,221

Net loss — — ( 3,597 ) — — ( 3,597 )

Other comprehensive income — — — — 226 226

3 unchanged sentences

Balance, March 31, 2025 $ 1,409 $ 1,100,345 $ ( 181,105 ) $ ( 214,784 ) $ ( 7,181 ) $ 698,684

Net income — — 8,295 — — 8,295

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

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

Stock compensation expense — 3,827 — — — 3,827

Shares issued under equity incentive plan, net of forfeitures — ( 43 ) — 82 — 39

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

Net income — — 14,251 — — 14,251

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

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

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

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

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

Net income (loss) $ 4,314 $ ( 3,597 )

Net loss (income) from discontinued operations 1,432 ( 4,537 )

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

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

Net income (loss) from continuing operations 5,746 ( 8,134 )

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

Depreciation 17,791 15,633

1 unchanged sentence

Amortization of deferred financing costs and original issue discount 183 289

Debt extinguishment costs — 90

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

Deferred income tax provision 1,929 1,127

Net loss on asset disposals 363 167

8 unchanged sentences

Net cash provided by operating activities, continuing operations 19,620 6,738

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

Net cash (used in) provided by operating activities, discontinued operations ( 2,682 ) 3,518

Net cash provided by operating activities 16,938 10,256

1 unchanged sentence

Purchases of property, plant and equipment ( 14,137 ) ( 17,094 )

Business combinations ( 41,315 ) —

Net cash used in investing activities, continuing operations ( 14,137 ) ( 17,094 )

1 unchanged sentence

Net cash used in investing activities ( 14,137 ) ( 24,253 )

Nine months ended

September 30,

Three months ended

Cash flows from financing activities:

20 unchanged sentences

Description of Business

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

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.

10 unchanged sentences

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

On December 31, 2025, the Company completed the sale of its Advanced Materials & Catalysts business, which includes the Company’s investment in affiliated companies, Zeolyst International and Zeolyst C.V.

(collectively, the “Zeolyst Joint Venture”).

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

See Note 3 for more information on this transaction.

2 unchanged sentences

Accounting Standards Recently Adopted

In August 2023, the Financial Accounting Standards Board (“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 has adopted the new guidance as required on January 1, 2025 and will apply the guidance to any new joint ventures formed after the effective date.

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

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

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

PBEs 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 adopted the new guidance effective December 31, 2024.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Accounting Standards Not Yet Adopted

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

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 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 Company has elected the practical expedient and applied the guidance as of January 1, 2026, with no material impact on the condensed consolidated financial statements and related disclosures.

Accounting Standards Not Yet Adopted

In November 2024, FASB issued guidance requiring public business entities (“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.

1 unchanged sentence

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 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 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 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.

4 unchanged sentences

Advanced Materials & Catalysts Divestiture

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

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

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

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

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

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

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

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

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

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

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

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

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 Advanced Materials & Catalysts Sale effective on December 31, 2025.

During the year ended 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, which remains subject to customary post-closing adjustments.

During the three months ended March 31, 2026, the Buyer provided a proposed closing statement, which the Company is currently reviewing in accordance with the terms of the definitive agreement.

The calculation of the loss on sale in the Company’s 2025 annual consolidated financial statements included an estimate of the potential adjustment to the closing purchase price.

The Buyer’s proposed closing statement indicates an estimated adjustment of up to $ 11,000 more than our estimate, which, if final, would affect the net loss on sale presented in discontinued operations and the final cash settlement.

The Company intends to dispute any unsubstantiated adjustments accordingly.

The following table summarizes the results of discontinued operations related to the Advanced Materials & Catalysts business for the three months ended March 31, 2025:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

March 31, 2025

Sales $ 19,088

2 unchanged sentences

Selling, general and administrative expenses 4,845

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

Other operating expense, net 1,602

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

Operating income 70

Equity in net (income) from affiliated companies ( 8,916 )

Interest expense, net (1)

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

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

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

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

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

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

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

Other expense, net 105

Income from discontinued operations before income taxes 6,224

Provision for income taxes 1,687

Income from discontinued operations, net of tax $ 4,537

(1) Upon the close of the Advanced Materials & Catalysts Sale and finalization of net cash proceeds, the Company was required to provide partial repayment under its Term Loan Credit Agreement dated as of 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 partial repayment of $ 161,500 of the 2025 Term Loan Facility due June 12, 2031.

During the three months ended March 31, 2026, the Company incurred net loss from discontinued operations, net of tax of $ 1,432 , primarily driven by transaction costs of $ 1,132 .

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 invoiced $ 767 pursuant to the Transition Services Agreement to the Buyer during the three months ended March 31, 2026.

AND SUBSIDIARIES

1 unchanged sentence

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

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

September 30,

2025 December 31,

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

Accounts receivables, net 20,082 24,733

Inventories, net 47,190 39,153

Prepaid and other current assets 7,409 5,175

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

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

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

Goodwill 29,687 77,513

Other intangible assets, net 29,036 30,713

Right-of-use lease assets 830 476

Other long-term assets 6,723 6,609

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

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

Accounts payable $ 5,300 $ 10,992

Operating lease liabilities—current 351 214

Accrued liabilities 12,054 13,376

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

Deferred income taxes $ 70 $ —

Operating lease liabilities—noncurrent 479 262

Other long-term liabilities 102 1,906

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

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

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

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31, 2025

Sales $ 89,530

Gross profit 28,430

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

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

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

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Operating income 18,206

Net income 18,651

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

The Company charged $ 576 for the three months ended March 31, 2025, which were included in selling, general and administrative expenses in the condensed consolidated statements of income (loss).

Revenue from Contracts with Customers:

2 unchanged sentences

Key End Uses Key Products

Regeneration and treatment services • Sulfuric acid regeneration services

Regeneration and treatment services • Regenerated sulfuric acid

• Hazardous waste treatment services

5 unchanged sentences

• Ammonium bisulfite solution

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

The following table disaggregates the Company’s sales by key end uses, for the three months ended March 31, 2026 and 2025, respectively:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Regeneration and treatment services (1)

4 unchanged sentences

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value Measurements:

13 unchanged sentences

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

1 unchanged sentence

Fair value on a recurring basis

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

September 30,

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

2026 Quoted Prices in

14 unchanged sentences

Interest rate caps (Note 12) $ 1,237 $ — $ 1,237 $ —

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Derivative contracts

6 unchanged sentences

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

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

As of March 31, 2026, th e Company had interest rate c aps th at were fair valued using Level 2 inputs.

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

2 unchanged sentences

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stockholders' Equity:

Accumulated Other Comprehensive Loss

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

Three months ended September 30,

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

Defined benefit and other postretirement plans:

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

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

Benefit plans, net ( 1 ) — ( 1 ) 4 ( 1 ) 3

Net loss from hedging activities ( 1,817 ) 454 ( 1,363 ) ( 15,539 ) 3,885 ( 11,654 )

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

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

Nine months ended September 30,

Accumulated Other Comprehensive Income (Loss)

The following tables present the tax effects of each component of other comprehensive income for the three months ended March 31, 2026 and 2025, respectively:

Three months ended March 31,

amount Tax benefit/

2 unchanged sentences

(expense) After-tax amount

Defined benefit and other postretirement plans:

Net gain $ 224 $ ( 55 ) $ 169 $ 724 $ ( 181 ) $ 543

Net prior service cost — — — ( 22 ) 6 ( 16 )

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

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

Net loss from defined benefit and postretirement plans $ ( 138 ) $ 34 $ ( 104 ) $ ( 1 ) $ — $ ( 1 )

Net gain (loss) from hedging activities 1,357 ( 339 ) 1,018 ( 5,738 ) 1,434 ( 4,304 )

Foreign currency translation — — — 4,531 — 4,531

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

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

Other comprehensive income $ 1,219 $ ( 305 ) $ 914 $ ( 1,208 ) $ 1,434 $ 226

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables present the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, by component for the three months ended March 31, 2026 and 2025, respectively:

Defined benefit

3 unchanged sentences

December 31, 2025 $ 2,450 $ 821 $ — $ 3,271

Other comprehensive income (loss) before reclassifications 172 ( 3,378 ) 11,444 8,238

Other comprehensive (loss) income before reclassifications ( 89 ) 1,298 — 1,209

Amounts reclassified from AOCI (1)

( 15 ) ( 280 ) — ( 295 )

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

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

Net current period other comprehensive (loss) income ( 104 ) 1,018 — 914

March 31, 2026 $ 2,346 $ 1,839 $ — $ 4,185

December 31, 2024 $ 1,467 $ 9,902 $ ( 18,776 ) $ ( 7,407 )

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

Other comprehensive (loss) income before reclassifications — ( 2,699 ) 4,531 1,832

Amounts reclassified from AOCI (1)

( 1 ) ( 1,605 ) — ( 1,606 )

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

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

Net current period other comprehensive (loss) income ( 1 ) ( 4,304 ) 4,531 226

March 31, 2025 $ 1,466 $ 5,598 $ ( 14,245 ) $ ( 7,181 )

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

Amounts in parentheses indicate debits.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The following table presents the reclassifications out of AOCI for the three months ended March 31, 2026 and 2025, respectively:

Details about AOCI Components Amounts reclassified from AOCI (1)

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Amortization of defined benefit and other postretirement items:

Net loss $ 1 $ — $ 4 $ 7 Other expense (2)

Net prior service cost — 7 — 22 Other expense (2)

1 7 4 29 Total before tax

— ( 2 ) ( 1 ) ( 7 ) Tax benefit

Net loss $ 20 $ 1 Other expense, net (2)

Tax benefit ( 5 ) — Provision (benefit) for income taxes

Net of tax $ 15 $ 1

1 unchanged sentence

Interest rate caps $ 373 $ 2,140 Interest expense

( 510 ) ( 1,177 ) ( 1,567 ) ( 3,507 ) Tax benefit

Tax benefit ( 93 ) ( 535 ) Provision (benefit) for income taxes

Net of tax $ 280 $ 1,605

2 unchanged sentences

(2) These AOCI components are components of net periodic pension and other postretirement cost (see Note 14 to these condensed consolidated financial statements for additional details).

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Treasury Stock Repurchases

3 unchanged sentences

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

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

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

During the nine months ended September 30, 2024, the Company repurchased 552,081 shares on the open market at an average price of $ 9.05 per share, for a total of $ 4,998 , excluding brokerage commissions and accrued excise tax.

During the nine months ended September 30, 2024, the Company did not need to accrue excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 17 to these condensed consolidated financial statements).

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the three months ended March 31, 2026, the Company repurchased 3,226,461 shares on the open market at an average price of $ 11.07 per share, for a total of $ 35,721 , excluding brokerage commissions and accrued excise tax.

During the three months ended March 31, 2026, the Company accrued $ 268 of excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 17 to these condensed consolidated financial statements).

As of March 31, 2026, $ 146,486 was available for share repurchases under the program.

The Company did not repurchase any of its common stock pursuant to the stock repurchase program during the three months ended March 31, 2025.

Tax Withholdings on Equity Award Vesting

1 unchanged sentence

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

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

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

Balance as of December 31, 2024 $ 326,589

Goodwill recognized (Note 8) 363

Balance as of September 30, 2025 $ 326,952

There were 121,608 and 189,446 shares delivered to the Company to cover tax payments for the three months ended March 31, 2026 and 2025, respectively, and the fair value of those shares withheld were $ 1,253 and $ 1,477 for the three months ended March 31, 2026 and 2025, respectively.

The carrying amount of goodwill was $ 326,744 as of March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

As of October 1, 2025, the date of the Company’s most recent quantitative assessments, the fair value of the Company’s reporting unit and the fair value of the Company’s indefinite-lived trade names and trademarks exceeded their respective carrying values.

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

During the three months ended March 31, 2026, the Company did not identify any events or circumstances that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying value.

AND SUBSIDIARIES

3 unchanged sentences

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 sulfuric acid regeneration services 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 table below presents the provisional fair values allocated to the assets acquired.

The purchase accounting and purchase price allocation for Cornerstone are preliminary and the Company continues to refine the preliminary valuation of certain acquired assets which could impact the amount of residual goodwill recorded.

The Company intends to finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition.

Final determination of the fair values may result in further adjustments to the values presented in the following table:

Preliminary Purchase

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 following table sets forth the calculation and final allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition:

Price Allocation

8 unchanged sentences

Total assets acquired $ 41,480

Adjustments to the preliminary amounts during the measurement period that result in changes to depreciation, amortization or other income effects will be recognized in the reporting period(s) in which the adjustments are determined.

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

3 unchanged sentences

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

The Company had a net payable of $ 619 for a sulfuric acid exchange balance.

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

3 unchanged sentences

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

Acquisition and integration costs were $ 264 and $ 806 for the three months ended March 31, 2026 and 2025, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of income (loss).

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Other Operating Expense, Net:

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Amortization expense $ 2,158 $ 2,130

8 unchanged sentences

The components of inventories, net consist of the following:

September 30,

2026 December 31,

2 unchanged sentences

Total inventories, net $ 32,236 $ 26,803

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Long-term Debt:

The summary of long-term debt is as follows:

September 30,

2026 December 31,

5 unchanged sentences

Deferred financing costs ( 1,548 ) ( 1,621 )

Total debt, net of original issue discount and deferred financing costs 854,813 860,829

current portion ( 8,730 ) ( 8,730 )

Total long-term debt, excluding current portion $ 846,083 $ 852,099

Total long-term debt, net of original issue discount and deferred financing costs $ 392,764 $ 392,581

Term Loan Facility

In June 2024, the Company amended its Term Loan Credit Agreement dated as of June 9, 2021 to, among other things, (a) reduce the interest rate applicable to all outstanding Secured Overnight Financing Rate (“SOFR”) term loans to a rate equal to the forward-looking term rate based on SOFR as administered by the Federal Reserve Bank of New York (“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.

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

In January 2025, the Company amended its Term Loan Credit Agreement dated as of June 12, 2024 to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to Term SOFR plus 2.00 % per annum from a maximum of Term SOFR plus 2.25 % per annum and (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.00 % per annum from a maximum of the alternate base rate plus 1.25 % per annum.

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

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

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

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

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

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

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

The borrowings under the senior secured asset-based lending revolving credit facility (“ABL Facility”) bear interest at a rate equal to an adjusted Term SOFR or the base rate plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

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

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

As a result, the Company recorded $ 960 of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income (loss) for the three months ended March 31, 2025.

No original issue discount was paid in relation to the amendment.

The interest rate on the 2025 Term Loan Facility was 5.67 % as of March 31, 2026.

AND SUBSIDIARIES

1 unchanged sentence

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

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

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

The borrowings under the senior secured asset-based lending revolving credit facility as amended April 10, 2025 (“ABL Facility”) bear interest at a rate equal to an adjusted Term SOFR or the base rate plus a margin of between 1.25 % to 1.75 % or 0.25 % to 0.75 %, respectively.

The interest rate on the ABL Facility was 7.00 % as of March 31, 2026.

Fair Value of Debt

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

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

As of March 31, 2026 and December 31, 2025, the fair value of the Company’s term loan facility was $ 396,591 .

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

16 unchanged sentences

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

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

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

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

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

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

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

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

Financial instrument Number of instruments In effect as of March 31, 2026

Current notional amount of instruments in effect Annuitized premium of instruments in effect Cap rate in effect for all agreements at March 31, 2026

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

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

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

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

The current notional amounts of the two interest rate cap agreements in effect at March 31, 2026 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 interest rate cap agreement to mitigate interest rate volatility from November 2025 to October 2026.

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

AND SUBSIDIARIES

1 unchanged sentence

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

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

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

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

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

The loss related to this portion is not material.

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

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

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

Balance sheet location September 30,

The fair values of derivative instruments held as of March 31, 2026 and December 31, 2025, respectively, are shown below:

Balance sheet location March 31,

2026 December 31,

5 unchanged sentences

Interest rate caps Prepaid and other current assets 975 866

Interest rate caps Other long-term assets 92 —

Total derivative assets $ 2,323 $ 1,312

4 unchanged sentences

Total derivative liabilities $ 381 $ 1,237

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The following tables show the effect of the Company’s derivative instruments designated as cash flow hedges on AOCI and the condensed consolidated statements of income (loss) for the three months ended March 31, 2026 and 2025, respectively:

Amount of gain (loss) recognized in OCI

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended

Interest rate caps $ 1,730 $ ( 3,598 )

Amount of loss reclassified from AOCI

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended

Interest rate caps $ ( 373 ) $ ( 2,140 )

Amount of loss reclassified into income

Three months ended September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended

Interest rate caps $ 373 $ 2,140

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

The following table shows the amounts in the line items presented in the condensed consolidated statements of income (loss) in which the effects of derivatives designated as cash flow hedges are recorded for the three months ended March 31, 2026 and 2025, respectively:

Three months ended

September 30,

Location and amount of gain (loss) recognized in income on cash flow hedging relationships 2026 2025

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

Nine months ended

September 30,

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

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

Interest rate caps Interest expense, net $ ( 3,172 ) $ ( 8,353 )

The amount of net unrealized gains in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the condensed consolidated statements of income (loss) over the next twelve months is $ 1,160 as of March 31, 2026.

AND SUBSIDIARIES

2 unchanged sentences

Income Taxes:

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

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

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

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

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

The effective income tax rate for the three months ended March 31, 2026 was 38.4 %, compared to 21.6 % for the three months ended March 31, 2025.

The Company’s effective income tax rates for the three months ended March 31, 2026 and 2025, respectively, fluctuated primarily due to the increased discrete tax impact relative to pre-tax book income related to a stock compensation shortfall.

The difference between the U.S.

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

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended March 31, 2026 was mainly due to state and local taxes, and a shortfall tax expense related to stock compensation.

The difference between the U.S.

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

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

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

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

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

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

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

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

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

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

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

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

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended March 31, 2025 was mainly due to state and local taxes, and a shortfall tax expense related to stock compensation.

Benefit Plans:

The following tables present the components of net periodic expense (benefit) for the Company-sponsored defined benefit pension and postretirement plans, which cover certain employees and retirees located in the U.S.:

The following table presents the components of net periodic (benefit) expense for the Company-sponsored defined benefit pension plan, which cover certain employees and retirees located in the U.S.:

Defined Benefit Pension Plans

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest cost $ 789 $ 823

1 unchanged sentence

Settlement gain ( 19 ) —

Net periodic expense (benefit) $ 9 $ ( 30 ) $ 33 $ ( 96 )

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

What changed 10-Q

Item 1. Financial Statements