What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-05 · 302 added, 152 removed, 525 unchanged (46% of the section changed)

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Sales $ 249,962 $ 176,065 $ 464,914 $ 319,175

3 unchanged sentences

Other operating expense, net 13,133 6,771 17,883 10,350

Operating income (loss) 12,537 ( 981 )

Operating income 19,361 15,780 31,899 14,799

Interest expense, net 3,463 8,459 6,635 16,812

5 unchanged sentences

Net (loss) income from discontinued operations, net of tax ( 2,832 ) 964 ( 4,264 ) 5,501

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

Net income (loss) per share:

Net income $ 7,865 $ 5,986 $ 12,179 $ 2,389

Net income per share:

Basic income (loss) per share - continuing operations $ 0.10 $ 0.04 $ 0.15 $ ( 0.03 )

2 unchanged sentences

Diluted (loss) income per share - discontinued operations $ ( 0.03 ) $ 0.01 $ ( 0.04 ) $ 0.05

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

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

Basic income per share $ 0.07 $ 0.05 $ 0.11 $ 0.02

Diluted income per share $ 0.07 $ 0.05 $ 0.11 $ 0.02

Weighted average shares outstanding:

3 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three months ended

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

June 30, Six months ended

2026 2025 2026 2025

Net income $ 7,865 $ 5,986 $ 12,179 $ 2,389

Other comprehensive income, net of tax:

3 unchanged sentences

Total other comprehensive income 1,313 6,343 2,227 6,569

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

Comprehensive income $ 9,178 $ 12,329 $ 14,406 $ 8,958

See accompanying notes to condensed consolidated financial statements.

19 unchanged sentences

Total current liabilities 153,613 120,815

Long-term debt, excluding current portion 392,764 392,581

Long-term debt 492,952 392,581

Deferred income taxes 146,013 113,288

5 unchanged sentences

authorized shares 450,000,000 ;

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

issued shares 140,872,846 and 140,872,846 on June 30, 2026 and December 31, 2025, respectively;

outstanding shares 109,468,398 and 111,805,102 on June 30, 2026 and December 31, 2025, respectively

Preferred stock ($ 0.01 par);

authorized shares 50,000,000 ;

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

no shares issued or outstanding on June 30, 2026 and December 31, 2025

Additional paid-in capital 1,105,788 1,108,525

1 unchanged sentence

Treasury stock, at cost;

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

shares 31,404,448 and 29,067,744 on June 30, 2026 and December 31, 2025, respectively

( 289,292 ) ( 261,131 )

20 unchanged sentences

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

Net income — — 7,865 — — 7,865

Other comprehensive income — — — — 1,313 1,313

Excise tax on repurchases of common shares — — — 3 — 3

Stock compensation expense — 2,535 — — — 2,535

Shares issued under equity incentive plan, net of forfeitures — ( 119 ) — 166 — 47

Balance, June 30, 2026 $ 1,409 $ 1,105,788 $ ( 236,455 ) $ ( 289,292 ) $ 5,498 $ 586,948

stock Additional

9 unchanged sentences

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

Net income — — 5,986 — — 5,986

Other comprehensive income — — — — 6,343 6,343

Repurchases of common shares — — — ( 21,917 ) — ( 21,917 )

Excise tax on repurchases of common shares — — — ( 151 ) — ( 151 )

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three months ended

Six months ended

Cash flows from operating activities:

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

Net income $ 12,179 $ 2,389

Net loss (income) from discontinued operations 4,264 ( 5,501 )

Net income (loss) from continuing operations 16,443 ( 3,112 )

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

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

Depreciation 34,733 32,005

16 unchanged sentences

Purchases of property, plant and equipment ( 44,805 ) ( 39,126 )

Business combinations ( 178,533 ) ( 41,315 )

Net cash used in investing activities, continuing operations ( 223,338 ) ( 80,441 )

1 unchanged sentence

Net cash used in investing activities ( 223,338 ) ( 90,840 )

Three months ended

Six months ended

Cash flows from financing activities:

4 unchanged sentences

Other, net 213 26

Net cash used in financing activities, continuing operations ( 37,442 ) ( 3,675 )

Net cash provided by (used in) financing activities, continuing operations 62,621 ( 27,734 )

Net cash used in financing activities, discontinued operations — ( 1,651 )

Net cash used in financing activities ( 37,442 ) ( 4,451 )

Net cash provided by (used in) financing activities 62,621 ( 29,385 )

Effect of exchange rate changes on cash and cash equivalents — 516

11 unchanged sentences

Description of Business

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

and subsidiaries (the “Company” or “Ecovyst”) is a leading provider of regenerated sulfuric acid, virgin sulfuric acid, and sulfur dioxide and related derivatives, which the Company believes are essential to its customers’ operations and processes.

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

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

The Company has a uniquely positioned specialty business, Ecoservices, which provides sulfuric acid recycling to the North American refining industry for the production of alkylate and provides high quality and high strength virgin sulfuric acid for industrial and mining applications.

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

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.

The Company has a uniquely positioned specialty business which provides regenerated sulfuric acid 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.

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

As a result of the recent June 30, 2026 acquisition of the Calabrian sulfur dioxide and sulfur derivatives business, the Company further expanded its product offering into sulfur dioxide, sodium bisulfite, sodium thiosulfate and sodium metabisulfite products for mining, water treatment, energy and other specialty applications, including food and pharmaceuticals (see Note 8 for more information on this transaction).

The Company’s regenerated sulfuric acid product 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.

28 unchanged sentences

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

In May 2026, FASB issued guidance which establishes accounting requirements for environmental credit assets and environmental credit obligations.

The new guidance introduces a comprehensive model that establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and, when applicable, compliance obligations that may be settled by using environmental credits.

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

The requirements must be applied retrospectively.

The disclosure will be implemented as required for the fiscal year beginning January 1, 2028.

The Company is currently evaluating the impact of this guidance.

Advanced Materials & Catalysts Divestiture

2 unchanged sentences

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

March 31, 2025

In accordance with the Company’s agreement with the Buyer regarding the determination of the final purchase price, a $ 3,750 post-closing purchase price adjustment has been recorded for the three months ended June 30, 2026, and is included in accrued liabilities in the condensed consolidated balance sheets, which reflects an adjusted purchase price of $ 559,596 .

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

Three months ended June 30, 2025 Six months ended June 30, 2025

Sales $ 24,063 $ 43,151

12 unchanged sentences

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.

During the three months ended June 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $ 2,832 , primarily driven by the $ 3,750 post-closing purchase price adjustment.

During the six months ended June 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $ 4,264 , primarily driven by transaction costs of $ 1,087 and the $ 3,750 post-closing purchase price adjustment.

AND SUBSIDIARIES

1 unchanged sentence

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

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.

The Company invoiced $ 747 and $ 1,514 pursuant to the transition services agreement to the Buyer during the three and six months ended June 30, 2026, respectively.

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 March 31, 2025

Three months ended June 30, 2025 Six months ended June 30, 2025

Sales $ 68,579 $ 158,109

2 unchanged sentences

Net income 5,076 23,727

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).

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

The Company charged $ 576 and $ 1,152 for the three and six months ended June 30, 2025, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of income.

Revenue from Contracts with Customers:

Disaggregated Revenue

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

Key End Uses Key Products

Regeneration and treatment services • Regenerated sulfuric acid

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

Key Products and Services Detailed Products and End Uses

Regenerated sulfuric acid and treatment services • Regenerated sulfuric acid for alkylate production in refining

• Hazardous waste treatment services

Industrial, mining & automotive • Virgin sulfuric acid for mining

Virgin sulfuric acid • Virgin sulfuric acid for mining

• 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 three months ended March 31, 2026 and 2025, respectively:

Three months ended

Regeneration and treatment services (1)

$ 93,799 $ 79,247

Industrial, mining & automotive 112,961 55,879

Other 8,192 7,983

Total sales $ 214,952 $ 143,109

(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.

Catalyst activation and sulfur dioxide & derivatives • Catalyst and absorbent activation used in refining, petrochemical and environmental processes

• Sodium metabisulfite for water treatment, mining and food preservatives

• Aluminum sulfate and ammonium bisulfite

AND SUBSIDIARIES

1 unchanged sentence

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

The following table disaggregates the Company’s sales by key products and services, for the three and six months ended June 30, 2026 and 2025, respectively:

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Regenerated sulfuric acid and treatment services (1)

$ 103,081 $ 92,788 $ 196,880 $ 172,035

Virgin sulfuric acid 137,527 74,331 250,487 130,211

Catalyst activation and sulfur dioxide & derivatives 9,354 8,946 17,547 16,929

Total sales $ 249,962 $ 176,065 $ 464,914 $ 319,175

(1) As described in Note 1 to these condensed consolidated financial statements, the Company experiences seasonal fluctuations in sales of its regenerated sulfuric acid product.

Fair Value Measurements:

15 unchanged sentences

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 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.

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 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 March 31, 2026, th e Company had interest rate c aps th at were fair valued using Level 2 inputs.

As of June 30, 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 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,

The following tables present the tax effects of each component of other comprehensive income for the three and six months ended June 30, 2026 and 2025, respectively:

Three months ended June 30,

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

Net gain from defined benefit and postretirement plans $ 466 $ ( 116 ) $ 350 $ 226 $ ( 55 ) $ 171

Net gain (loss) from hedging activities 1,284 ( 321 ) 963 ( 3,214 ) 804 ( 2,410 )

Foreign currency translation — — — 8,582 — 8,582

Other comprehensive income $ 1,750 $ ( 437 ) $ 1,313 $ 5,594 $ 749 $ 6,343

Six months ended June 30,

amount Tax benefit/

2 unchanged sentences

(expense) After-tax amount

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

Net gain from defined benefit and postretirement plans $ 328 $ ( 82 ) $ 246 $ 225 $ ( 55 ) $ 170

Net gain (loss) from hedging activities 2,641 ( 660 ) 1,981 ( 8,952 ) 2,238 ( 6,714 )

1 unchanged sentence

Other comprehensive income $ 2,969 $ ( 742 ) $ 2,227 $ 4,386 $ 2,183 $ 6,569

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:

The following tables present the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, by component for the six months ended June 30, 2026 and 2025, respectively:

Defined benefit

3 unchanged sentences

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

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

Other comprehensive income before reclassifications 268 2,487 — 2,755

Amounts reclassified from AOCI (1)

( 22 ) ( 506 ) — ( 528 )

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

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

Net current period other comprehensive income 246 1,981 — 2,227

June 30, 2026 $ 2,696 $ 2,802 $ — $ 5,498

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

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

Other comprehensive income (loss) before reclassifications 172 ( 3,545 ) 13,113 9,740

Amounts reclassified from AOCI (1)

( 2 ) ( 3,169 ) — ( 3,171 )

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

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

Net current period other comprehensive income (loss) 170 ( 6,714 ) 13,113 6,569

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

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

Amounts in parentheses indicate debits.

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

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 six months ended June 30, 2026 and 2025, respectively:

Details about AOCI Components Amounts reclassified from AOCI (1)

2 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Amortization of defined benefit and other postretirement items:

9 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 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.

During the six months ended June 30, 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 six months ended June 30, 2026, the Company accrued $ 265 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 June 30, 2026, $ 146,486 was available for share repurchases under the program.

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

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 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.

There were 121,608 and 189,446 shares delivered to the Company to cover tax payments for the six months ended June 30, 2026 and 2025, respectively, and the fair value of those shares withheld were $ 1,253 and $ 1,477 for the six months ended June 30, 2026 and 2025, respectively.

The change in the carrying amount of goodwill for the six months ended June 30, 2026 is summarized as follows:

Balance as of December 31, 2025 $ 326,744

Goodwill recognized (Note 8) 71,524

Balance as of June 30, 2026 $ 398,268

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 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.

During the six months ended June 30, 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.

Acquisitions:

On June 30, 2026 (the “Closing Date”), the Company completed its acquisition of the Calabrian sulfur dioxide and sulfur derivatives business ("Calabrian") from INEOS Calabrian Holdings Limited and INEOS Calabrian Canada Holdings Limited (the “Sellers”) for a purchase price of $ 190,000 subject to certain adjustments including indebtedness, cash, and working capital, pursuant to the share purchase agreement (the “Calabrian Acquisition”).

The Company paid $ 183,286 in cash after certain customary adjustments for indebtedness, working capital and $ 4,753 of cash acquired at the closing of the transaction.

The Calabrian Acquisition will broaden the Company's existing product offering through further expansion into the sulfur dioxide, sodium bisulfite, sodium thiosulfate and sodium metabisulfite product groups for mining, water treatment, energy and other specialty applications, including food and pharmaceuticals.

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

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

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

AND SUBSIDIARIES

1 unchanged sentence

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

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 table below presents the provisional fair values allocated to the net assets acquired.

The purchase accounting and purchase price allocation for Calabrian are preliminary and the Company continues to refine the preliminary valuation of certain acquired net 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

Price Allocation

Cash paid, net of cash acquired $ 178,533

Recognized amounts of identifiable net assets acquired:

Accounts receivable $ 13,997

Inventories 2,525

Property, plant and equipment 44,955

Right-of-use lease assets 8,287

Other intangible assets 81,600

Other long-term assets 107

Fair value of assets acquired 151,471

Accounts payable 5,516

Accrued liabilities 1,658

Operating lease liabilities—current 2,000

Deferred income taxes 28,911

Operating lease liabilities—noncurrent 6,377

Fair value of identifiable net assets acquired 107,009

Goodwill 71,524

Total purchase price allocated $ 178,533

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, inventories and other working capital balances were recorded at fair market value.

As of the Closing Date, the fair value of accounts receivable, inventories, and other working capital balances approximated historical cost.

The gross contractual amount of accounts receivable at the Closing Date was $ 13,997 , of which there was no amount deemed uncollectible.

Property, plant and equipment is mostly comprised of land, buildings, machinery and equipment (including furniture and fixtures) and construction in process.

The preliminary estimated fair value of property, plant and equipment was primarily determined using a cost approach.

The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820 - Fair Value Measurement .

Definite-lived intangible assets consist primarily of developed technology and customer relationships.

The acquired trade names are expected to have an indefinite useful life.

The preliminary developed technology and trade names intangible assets’ fair values were determined utilizing the relief-from-royalty method.

The preliminary customer relationships intangible assets' fair value was determined using the excess earnings method.

The goodwill recognized in the Calabrian Acquisition is primarily attributable to the acquisition of an assembled workforce and the significant synergies expected to arise from the integration of the operations of Calabrian into the Company’s operations.

The goodwill was assigned to the Company’s single operating segment and is not deductible for tax purposes.

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:

Amount Weighted-Average

Expected Useful Life

Intangible assets subject to amortization:

Developed technology $ 20,900 15

Customer relationships 53,600 12.5

Total intangible assets subject to amortization $ 74,500

Indefinite-lived intangible assets:

Trade names $ 7,100

The unaudited pro forma financial information is presented in the table below for the three and six months ended June 30, 2026 and 2025, respectively, as if the Calabrian Acquisition had occurred on January 1, 2025:

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Sales $ 278,762 $ 201,325 $ 519,317 $ 367,369

Net income (loss) $ 15,365 $ 5,644 $ 23,144 $ ( 5,853 )

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisition of Calabrian, including, to the extent applicable, the following items:

amortization charges from acquired intangible assets;

depreciation associated with the step-up in fair value of fixed assets;

interest expense associated with incremental borrowings under the Company’s Term Loan Credit Agreement to partially finance the acquisition (see Note 11);

adjustments to align Calabrian accounting policies to the Company’s;

and the related tax effects.

The unaudited pro forma financial information also includes acquisition costs specifically related to the Calabrian Acquisition.

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under the Company’s ownership and management.

There were no net sales and net income attributable to Calabrian for the six months ended June 30, 2026, as the Calabrian Acquisition closed on June 30, 2026.

Acquisition and integration costs were $ 8,044 and $ 9,271 for the three and six months ended June 30, 2026, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of income.

Upon the close of the transaction, the Company entered into a transition services agreement with affiliates of the Sellers pursuant to which the Company 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, tax and other administrative support services.

These services are being provided at cost for a period up to 9 months, with the ability to extend the initial term.

The Company did not incur charges pursuant to the transition services agreement during the six months ended June 30, 2026.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On May 6, 2025 (the “Cornerstone Acquisition 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 “Cornerstone 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 following table sets forth the calculation and final allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition:

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

Price Allocation

7 unchanged sentences

Fair value of identifiable assets acquired 41,325

Total assets acquired $ 41,480

Total purchase price allocated $ 41,480

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.

As of the Cornerstone Acquisition 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.

8 unchanged sentences

Customer relationships $ 2,380 15

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).

Acquisition and integration costs were $ 312 and $ 576 for the three and six months ended June 30, 2026 and $ 1,949 and $ 2,755 for the three and six months ended June 30, 2025, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of income.

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

6 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Amortization expense $ 2,135 $ 2,130 $ 4,293 $ 4,260

25 unchanged sentences

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.

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 for the six months ended June 30, 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 June 2026, the Company amended its 2025 Term Loan Facility to, among other things, (a) incur an additional $ 100,000 first lien incremental term loan as a fungible increase to the existing initial term loans and (b) make certain other changes to the existing Term Loan Credit Agreement, as amended.

The incremental term loan bears interest at the same variable rate as the initial term loans, which is, at the option of the borrowers, either Term SOFR plus 2.00 % per annum or ABR plus 1.00 % per annum, and has an identical amortization schedule, maturity date, and collateral (the amended term loans, the “2026 Term Loan Facility”).

The net proceeds of the incremental term loan were used to finance the acquisition of Calabrian (see Note 8 for more information on this transaction).

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 $ 978 of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income for the six months ended June 30, 2026.

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

The interest rate on the 2026 Term Loan Facility was 5.73 % as of June 30, 2026.

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.

The interest rate on the ABL Facility was 7.00 % as of June 30, 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 March 31, 2026 and December 31, 2025, the fair value of the Company’s term loan facility was $ 396,591 .

As of June 30, 2026 and December 31, 2025, the fair value of the Company’s term loan facility was $ 496,467 and 396,591 , respectively.

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

17 unchanged sentences

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

Reclassifications of the gains and losses on the interest rate cap agreements into earnings are recorded as part of interest expense in the condensed consolidated statements of income (loss) 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 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.

AND SUBSIDIARIES

NOTES TO CONDENSED 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 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

Financial instrument Number of instruments In effect as of June 30, 2026

Current notional amount of instruments in effect Annuitized premium of instruments in effect Cap rate in effect for all agreements at June 30, 2026

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 March 31, 2026 are $ 175,000 and $ 450,000 .

The current notional amounts of the two interest rate cap agreements in effect at June 30, 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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,

The fair values of derivative instruments held as of June 30, 2026 and December 31, 2025, respectively, are shown below:

Balance sheet location June 30,

2026 December 31,

11 unchanged sentences

Total derivative liabilities $ 96 $ 1,237

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:

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 income for the three and six months ended June 30, 2026 and 2025, respectively:

Amount of gain (loss) recognized in OCI

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Interest rate caps $ 1,586 $ ( 1,129 ) $ 3,316 $ ( 4,727 )

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Interest rate caps $ ( 302 ) $ ( 2,085 ) $ ( 675 ) $ ( 4,225 )

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Interest rate caps $ 302 $ 2,085 $ 675 $ 4,225

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:

The following table shows the amounts in the line items presented in the condensed consolidated statements of income in which the effects of derivatives designated as cash flow hedges are recorded for the three and six months ended June 30, 2026 and 2025, respectively:

Three months ended

1 unchanged sentence

Interest rate caps Interest expense, net $ ( 3,463 ) $ ( 8,459 )

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Six months ended

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

Interest rate caps Interest expense, net $ ( 6,635 ) $ ( 16,812 )

The amount of net unrealized gains in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the condensed consolidated statements of income over the next twelve months is $ 1,660 as of June 30, 2026.

Income Taxes:

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 effective income tax rate for the three months ended June 30, 2026 was 28.2 %, compared to 28.7 % for the three months ended June 30, 2025.

The effective income tax rate for the six months ended June 30, 2026 was 32.1 %, compared to 6.6 % for the six months ended June 30, 2025.

The Company’s effective income tax rates for the three and six months ended June 30, 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 partially offset by a revaluation of state deferred rates associated with the Calabrian Acquisition.

The difference between the U.S.

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.

federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2026 was primarily attributable to state and local taxes, a stock compensation tax shortfall, non-deductible transaction costs associated with the Calabrian Acquisition, and a benefit from the remeasurement of state deferred tax assets and liabilities resulting from changes in the Company's expected state apportionment profile following the Calabrian Acquisition.

The difference between the U.S.

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.

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Benefit Plans:

2 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Interest cost $ 783 $ 820 $ 1,572 $ 1,642

2 unchanged sentences

Net periodic (benefit) expense $ ( 51 ) $ 11 $ ( 123 ) $ 24

Net periodic (benefit) expense for the Company-sponsored postretirement benefit plan was immaterial for the three months ended March 31, 2026 and 2025.

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

Net periodic (benefit) expense for the Company-sponsored postretirement benefit plan was immaterial for the three and six months ended June 30, 2026 and 2025.

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

In conjunction with the Calabrian Acquisition , the Company acquired the Calabrian Corporation Retirement Plan (the "Calabrian Plan").

The Calabrian Plan is administered by Principal Financial Group and was frozen on August 27, 2010.

The Company assumed $ 1,542 of pension assets and $ 1,435 of pension liabilities, a net asset of $ 107 , which is included in other long-term assets in the Company’s condensed consolidated balance sheets.

Commitments and Contingent Liabilities:

7 unchanged sentences

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 condensed consolidated statements of income (loss).

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

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 condensed consolidated statements of income (loss).

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

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

4 unchanged sentences

The Company has an equity incentive plan under which it grants common stock awards to employees, directors and affiliates of the Company.

At March 31, 2026, 7,046,759 shares of common stock were available for issuance under the plan.

At June 30, 2026, 7,070,546 shares of common stock were available for issuance under the plan.

The Company settles these awards through the issuance of treasury shares under its equity incentive plan.

2 unchanged sentences

The cumulative Adjusted EBITDA goals for the outstanding PSUs with performance periods from January 1, 2024 through December 31, 2026, and January 1, 2025 through December 31, 2027 included anticipated contributions from the Advanced Materials & Catalysts business and ceased to provide meaningful metrics on which the Company’s performance during the remainder of the performance periods could be assessed.

During the three months ended March 31, 2026, the Compensation Committee of the Company’s Board (“Compensation Committee”) determined that the cumulative Adjusted EBITDA goals from January 1, 2026 onwards would be adjusted based on applying the original growth rates at threshold, target and maximum to the 2025 continuing operations Adjusted EBITDA.

During the quarter ended March 31, 2026, the Compensation Committee of the Company’s Board (“Compensation Committee”) determined that the cumulative Adjusted EBITDA goals from January 1, 2026 onwards would be adjusted based on applying the original growth rates at threshold, target and maximum to the 2025 continuing operations Adjusted EBITDA.

Actual performance will be similarly calculated following the conclusion of the three-year performance periods.

No adjustments were made to the three-year relative total shareholder return (“TSR”) goals.

The modifications resulted in incremental stock-based compensation expense during three months ended March 31, 2026 which was not material.

The modifications resulted in incremental stock-based compensation expense during the six months ended June 30, 2026 which was not material.

Restricted Stock Awards, Restricted Stock Units and Performance Stock Units

During the three months ended March 31, 2026, the Company granted 624,737 RSUs under its equity incentive plan.

Each RSU provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which for the awards granted during the three months ended March 31, 2026, generally requires approximately one year of service for members of the Company’s Board and approximately three years of service for employees.

The value of the RSUs granted during the three months ended March 31, 2026 was based on the average of the high and low trading prices of the Company’s common stock on the NYSE on the preceding trading day, in accordance with the Company’s policy for valuing such awards.

During the six months ended June 30, 2026, the Company granted 639,173 RSUs under its equity incentive plan.

Each RSU provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which for the awards granted during the six months ended June 30, 2026, generally requires approximately one year of service for members of the Company’s Board and approximately three years of service for employees.

The value of the RSUs granted during the six months ended June 30, 2026 was based on the average of the high and low trading prices of the Company’s common stock on the NYSE on the preceding trading day, in accordance with the Company’s policy for valuing such awards.

Compensation expense related to the RSUs is recognized on a straight-line basis over the respective vesting period.

During the three months ended March 31, 2026, the Company granted 351,870 PSUs (at target) under its equity incentive plan.

The PSUs granted during the three months ended March 31, 2026 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 TSR goal (“the Performance measures”).

During the six months ended June 30, 2026, the Company granted 351,870 PSUs (at target) under its equity incentive plan.

The PSUs granted during the six months ended June 30, 2026 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 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, 2026 through December 31, 2028 (“Performance period”).

8 unchanged sentences

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

The Company used a Monte Carlo simulation to estimate the $ 15.61 weighted average fair value of the awards granted, subject to the TSR goal during the three months ended March 31, 2026, with the following weighted average assumptions:

The Company used a Monte Carlo simulation to estimate the $ 15.61 weighted average fair value of the awards granted, subject to the TSR goal during the six months ended June 30, 2026, with the following weighted average assumptions:

Expected dividend yield — %

5 unchanged sentences

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

The awards vested during the three months ended March 31, 2026 with no percentage of the TSR goal earned.

The awards vested during the six months ended June 30, 2026 with no percentage of the TSR goal earned.

Award Activity

The following table summarizes the activity for the Company’s RSUs and PSUs for the three months ended March 31, 2026:

The following table summarizes the activity for the Company’s RSUs and PSUs for the six months ended June 30, 2026:

Restricted Stock Units Performance Stock Units

5 unchanged sentences

Forfeited ( 57,677 ) $ 9.28 ( 598,658 ) $ 12.48

Nonvested as of March 31, 2026 1,132,767 $ 9.38 1,247,076 (1) $ 10.67

Nonvested as of June 30, 2026 1,097,855 $ 9.46 1,244,726 (1) $ 10.68

(1) Based on target.

During the three months ended March 31, 2026, the Company did not grant any RSAs.

Cash proceeds received by the Company from the exercise of stock options were not material for the three months ended March 31, 2026.

During the six months ended June 30, 2026, the Company did not grant any RSAs.

Cash proceeds received by the Company from the exercise of stock options were not material for the six months ended June 30, 2026.

Stock-Based Compensation Expense

For the three months ended March 31, 2026 and 2025, stock-based compensation expense for the Company included in continuing operations was $ 3,428 and $ 2,519 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of income (loss) for the three months ended March 31, 2026 and 2025 was $ 937 and $ 632 , respectively.

As of March 31, 2026, unrecognized compensation cost of $ 9,583 for RSUs and $ 7,718 for PSUs are considered probable of vesting and the weighted-average period over which these costs are expected to be recognized at March 31, 2026 was 1.89 years for the RSUs and 2.33 years for the PSUs.

Earnings per Share:

Basic earnings per share is calculated as income available to common stockholders, divided by the weighted average number of common shares outstanding during the period.

The weighted average number of common shares outstanding during the period for the computation of basic earnings per share excludes RSAs that have legally been issued but are nonvested during the period, as the sale of these shares is prohibited pending satisfaction of certain vesting conditions by the award recipients in order to earn the rights to the shares.

For the three months ended June 30, 2026 and 2025, stock-based compensation expense for the Company included in continuing operations was $ 2,503 and $ 2,760 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of income for the three months ended June 30, 2026 and 2025 was $ 672 and $ 654 , respectively.

For the six months ended June 30, 2026 and 2025, stock-based compensation expense for the Company included in continuing operations was $ 5,931 and $ 5,280 , respectively.

The associated income tax benefit based on the applicable statutory rate recognized in the condensed consolidated statements of income for the six months ended June 30, 2026 and 2025 was $ 1,609 and $ 1,286 , respectively.

As of June 30, 2026, unrecognized compensation cost of $ 7,850 for RSUs and $ 6,725 for PSUs are considered probable of vesting and the weighted-average period over which these costs are expected to be recognized at June 30, 2026 was 1.75 years for the RSUs and 2.14 years for the PSUs.

AND SUBSIDIARIES

1 unchanged sentence

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

Earnings per Share:

Basic earnings per share is calculated as income available to common stockholders, divided by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is calculated as income available to common stockholders, divided by the weighted average number of common and potential common shares outstanding during the period, if dilutive.

2 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Weighted average shares outstanding – Basic 109,456,944 116,232,528 110,072,051 116,745,476

4 unchanged sentences

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

The Company reported a net loss from continuing operations for the three months ended March 31, 2025, and therefore excluded the dilutive effect of 295,438 shares, which consisted of unvested common shares, RSUs with service conditions, PSUs considered probable of vesting and assumed stock option exercises and conversions from the computation of weighted average diluted shares outstanding.

The Company reported a net loss from continuing operations for the six months ended June 30, 2025, and therefore excluded the dilutive effect of 298,985 shares, which consisted of unvested common shares, RSUs with service conditions, PSUs considered probable of vesting and assumed stock option exercises and conversions from the computation of weighted average diluted shares outstanding.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Basic and diluted income per share are calculated as follows:

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Net income (loss) from continuing operations $ 10,697 $ 5,022 $ 16,443 $ ( 3,112 )

Net (loss) income from discontinued operations, net of tax ( 2,832 ) 964 ( 4,264 ) 5,501

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

Net income $ 7,865 $ 5,986 $ 12,179 $ 2,389

Weighted average shares outstanding – Basic 109,456,944 116,232,528 110,072,051 116,745,476

Weighted average shares outstanding – Diluted 110,839,894 116,535,060 111,312,917 116,745,476

Net income (loss) per share:

Net income per share:

Basic income (loss) per share - continuing operations $ 0.10 $ 0.04 $ 0.15 $ ( 0.03 )

2 unchanged sentences

Diluted (loss) income per share - discontinued operations $ ( 0.03 ) $ 0.01 $ ( 0.04 ) $ 0.05

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

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

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Basic income per share $ 0.07 $ 0.05 $ 0.11 $ 0.02

Diluted income per share $ 0.07 $ 0.05 $ 0.11 $ 0.02

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

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Anti-dilutive RSUs and PSUs 354,062 1,535,776 289,552 1,158,741

2 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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental Cash Flow Information:

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

Three months ended

Six months ended

Cash paid during the period for:

Income taxes, net of refunds $ 7,693 $ 8,837

10,131 23,370

Non-cash investing activity:

6 unchanged sentences

Subsequent Events:

On May 1, 2026, the Company announced it signed a definitive agreement to acquire the Calabrian sulfur dioxide and sulfur derivatives business ("Calabrian") from INEOS Enterprises for a purchase price of $ 190,000 subject to customary closing conditions.

The acquisition is expected to be financed through a combination of cash on hand and proceeds of new debt financing.

Following closing, the acquisition is expected to expand the Company's existing product and service offering through further expansion into the sulfur dioxide, sodium bisulfite, sodium thiosulfate and sodium metabisulfite product groups.

The Company expects the acquisition to close in the second quarter of 2026.

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

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

What changed 10-Q

Item 1. Financial Statements