What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-05 · 248 added, 85 removed, 214 unchanged (61% of the section changed)

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Some of the key factors that could cause actual results to differ from our expectations include the following risks related to our business:

• we are exposed to general business risks;

• as a multinational business, we are exposed to general business risks and local business risks in different countries;

• we are affected by general economic conditions and economic downturns;

• our operations require us to comply with regulations of the U.S.

government as well as the state and local governments where we operate;

• exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows;

• our international operations require us to comply with anti-corruption laws, trade and export controls and laws and regulations of the U.S.

and Canadian governments as well as the state, provincial and local governments where we operate;

• alternative technology may reduce or eliminate the need for certain of our products;

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• our growth projects may result in significant expenditures before generating revenues, if any, which may materially and adversely affect our ability to implement our business strategy;

• we may be unable to successfully integrate the Calabrian sulfur dioxide and sulfur derivatives business into our business, and we may be unable to realize the benefits of that acquisition;

• we may be liable to damages based on product liability claims brought against us or our customers for costs associated with recalls of our or our customers’ products;

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We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations.

We are a leading provider of virgin sulfuric acid and regenerated sulfuric acid products and services.

We believe that our Ecoservices business contributes to improving the sustainability of the environment.

We are a leading provider of sulfuric acid recycling to the North American refining industry for the production of alkylate, an essential gasoline component for lowering vapor pressure and increasing octane to meet stringent gasoline specifications and fuel efficiency standards.

We are a leading provider of regenerated sulfuric acid, virgin sulfuric acid, and sulfur dioxide and related derivatives, which we believe are essential to our customers’ operations and processes.

We believe that our business contributes to improving the sustainability of the environment.

We are a leading provider of regenerated sulfuric acid to the North American refining industry for the production of alkylate, an essential gasoline component for lowering vapor pressure and increasing octane to meet stringent gasoline specifications and fuel efficiency standards.

We are also a leading North American producer of high quality and high strength virgin sulfuric acid for industrial and mining applications.

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

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

As a result of the recent June 30, 2026 acquisition of the Calabrian sulfur dioxide and sulfur derivatives business (“Calabrian”), we expanded our product offering 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 (see Note 8 for more information on this transaction).

On December 31, 2025, we completed the sale of our Advanced Materials & Catalysts business .

The results of operations, financial condition, and cash flows for the Advanced Materials & Catalysts are presented herein as discontinued operations.

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Refer to Note 3 to our condensed consolidated financial statements for additional information.

On June 30, 2026 we completed our acquisition of the Calabrian business from INEOS Calabrian Holdings Limited and INEOS Calabrian Canada Holdings Limited for a purchase price of $190.0 million subject to certain adjustments including indebtedness, cash, and working capital, pursuant to the share purchase agreement (the “Calabrian Acquisition”).

We paid $183.3 million in cash after certain customary adjustments for indebtedness, working capital and $4.8 million of cash acquired at the closing of the transaction.

To fund the transaction, we increased our term loan by $100.0 million and used cash on hand for the remaining amount.

The Calabrian Acquisition expanded our existing product offering through further expansion into the sulfur dioxide, sodium bisulfite, sodium thiosulfate and sodium metabisulfite product groups.

Refer to Note 8 to our condensed consolidated financial statements for additional information.

Stock Repurchase Program

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

For 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 $35.7 million excluding brokerage commissions and accrued excise tax.

As of March 31, 2026, $146.5 million 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.

transactions, open market repurchases or other means, including through Rule 10b-18 and 10b5-1 trading plans or accelerated share repurchases.

For the six months ended June 30, 2026, the Company repurchased 3,226,461 shares of its common stock on the open market at an average price of $11.07 per share, for a total cost of $35.7 million excluding brokerage commissions and accrued excise tax.

As of June 30, 2026, $146.5 million was available for share repurchases under the program.

For the six months ended June 30, 2025, the Company repurchased 2,926,152 shares of its common stock on the open market at an average price of $7.47 per share, for a total cost of $21.9 million excluding brokerage commissions and accrued excise tax.

For possible future repurchases, the actual timing, number, and nature of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions and may be conducted through negotiated transactions, open market repurchases or other means, including through Rule 10b-18 and 10b5-1 trading plans or accelerated share repurchases.

Key Performance Indicators

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Adjusted EBITDA, Adjusted Net Income, and Net Debt are presented as key performance indicators as we believe these financial measures will enhance a prospective investor’s understanding of our results of operations and financial condition.

EBITDA consists of net income (loss) from continuing operations before interest, taxes, depreciation and amortization.

Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, and (ii) the impact of certain non-cash, nonrecurring or other items included in net income (loss) from continuing operations and EBITDA that we do not consider indicative of our ongoing operating performance.

Adjusted Net Income consists of net income (loss) from continuing operations adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net income (loss) from continuing operations that we do not consider indicative of our ongoing operating performance.

EBITDA consists of net income from continuing operations before interest, taxes, depreciation and amortization.

Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations and EBITDA that we do not consider indicative of our ongoing operating performance.

Adjusted Net Income consists of net income from continuing operations adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations that we do not consider indicative of our ongoing operating performance.

Net Debt consists of total debt less cash and cash equivalents.

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Our presentation of Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

Reconciliations of Adjusted EBITDA, Adjusted Net Income to GAAP net income (loss) from continuing operations and Net Debt to GAAP total debt are included in this “Item 2.

Reconciliations of Adjusted EBITDA, Adjusted Net Income to GAAP net income from continuing operations and Net Debt to GAAP total debt are included in this “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each of the respective periods.

2 unchanged sentences

We continued to benefit from positive demand trends for our products and services in the majority of end uses we serve.

Strong demand for refined products continued to support high refinery utilization rates, while more stringent gasoline standards and growing demand for premium gasoline to power higher-compression and turbo-charged engines continued to drive demand for alkylate and for our regeneration services product group.

In addition, demand for virgin sulfuric acid across a wide range of industrial applications, including mining, remained favorable.

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The primary raw materials include spent sulfuric acid, sulfur, acids, bases (including sodium hydroxide, or “caustic soda”) and certain metals.

Spent sulfuric acid for our regeneration services product group is supplied by customers as part of their contracts.

Spent sulfuric acid for our regenerated sulfuric acid product is supplied by customers as part of their contracts.

Most of our contracts feature take-or-pay volume protection and/or quarterly price adjustments for commodity inputs, labor, the Chemical Engineering Index (U.S.

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We maintain multiple suppliers wherever possible and structure our customer contracts when possible to allow for the pass-through of raw material, labor and natural gas costs.

Our 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 as well as fluctuations associated with customer turnarounds .

Our 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 as well as fluctuations associated with customer turnarounds .

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

Results of Operations

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following is a summary of our financial performance for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

The following is a summary of our financial performance for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

• Sales increased $73.9 million to $250.0 million.

The increase in sales primarily re flects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regenerated sulfuric acid and higher sales volume of virgin and regenerated sulfuric acid, including the contribution from the acquired Waggaman, Louisiana location.

The increase in sales primarily reflects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regenerated sulfuric acid and increased volume of virgin and regenerated sulfuric acid, including the contribution from the acquired Waggaman, Louisiana location, partially offset by lower pricing due to customer mix and the pass-through of lower variable freight costs.

• Gross profit increased $9.6 million to $49.8 million.

The increase in gross profit was primarily due to higher sales volume and higher average selling prices, partially offset by higher manufacturing costs.

Operating Income (Loss)

• Operating income (loss) increased by $13.5 million t o $12.5 million .

The increase in operating income (loss) was due to a increase in gross profit, partially offset by higher selling, general and administrative expenses.

The following is our unaudited condensed consolidated statements of income (loss) and a summary of financial results for the three months ended March 31, 2026 and 2025:

The increase in gross profit was primarily due to higher sales volume and favorable net pricing, offset by higher manufacturing costs.

Operating Income

• Operating income increased by $3.6 million to $19.4 million .

The increase in operating income reflects higher gross profit partially offset by higher other operating expense, net.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the three months ended June 30, 2026 and 2025:

Three months ended

March 31, Change

June 30, Change

2026 2025 $ %

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Other operating expense, net 13.0 6.8 6.2 91.2 %

Operating income (loss) 12.5 (1.0) 13.5 1,350.0 %

Operating income (loss) margin 5.8 % (0.7) %

Operating income 19.4 15.8 3.6 22.8 %

Operating income margin 7.7 % 9.0 %

Interest expense, net 3.5 8.5 (5.0) (58.8) %

Debt modification and extinguishment costs 1.0 — 1.0 NM

Other expense, net — 0.3 (0.3) (100.0) %

Income before income taxes 14.9 7.0 7.9 112.9 %

Provision for income taxes 4.2 2.0 2.2 110.0 %

Effective tax rate 28.2 % 28.7 %

Net income from continuing operations 10.7 5.0 5.7 114.0 %

Net (loss) income from discontinued operations, net of tax (2.8) 1.0 (3.8) (380.0) %

Net income $ 7.9 $ 6.0 $ 1.9 31.7 %

NM - Not meaningful

Sales for the three months ended June 30, 2026 were $250.0 million, an increase of $73.9 million, or 42.0%, compared to sales of $176.1 million for the three months ended June 30, 2025.

The increase in sales was due to higher average selling prices of $57.5 million, including the pass-through effect of higher sulfur costs of approximately $55 million, and higher overall sales volume of $16.4 million.

The increase in average selling prices primarily reflect the pass-through effect of higher sulfur costs and favorable contractual pricing for regenerated sulfuric acid, partially offset by customer mix and the pass-through of lower variable freight costs.

The increase in sales volume was driven by higher sales of regenerated sulfuric acid from strong demand and less customer downtime, along with higher sales of virgin sulfuric acid due to increased customer demand and the contribution of sales volume from the Waggaman, Louisiana location.

Gross profit for the three months ended June 30, 2026 was $49.8 million, an increase of $9.6 million, or 23.9%, compared to $40.2 million for the three months ended June 30, 2025.

The increase in gross profit was primarily driven by higher sales volume of $6.8 million, higher average selling prices of $2.5 million, exclusive of the approximately $55 million pass-through of higher sulfur costs, and $0.3 million of favorable overall variable and fixed manufacturing costs.

The cost of sulfur is generally passed-through to customers at the same rate as incurred resulting in no net impact to gross profit.

The higher average selling prices were driven primarily by favorable regenerated sulfuric acid contractual pricing, partially offset by customer mix and the pass-through of lower variable freight costs.

The favorable manufacturing costs were driven by lower variable costs, including variable freight, partially offset by higher fixed manufacturing costs from the acquisition of the Waggaman, Louisiana location, general inflation and higher transportation costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $17.4 million for the three months ended June 30, 2026, a decrease of $0.2 million, as compared to $17.6 million for three months ended June 30, 2025 .

Other Operating Expense, Net

Other operating ex pense, net for the three months ended June 30, 2026 was $13.0 million, an increase of $6.2 million, compared to $6.8 million for the three months ended June 30, 2025.

The increase in other operating expense, net was primarily due to an increase in loss on disposal of assets of $2.0 million and transaction costs of $6.6 million, partially offset by a decrease in other costs of $2.4 million, primarily related to tax consulting professional fees.

Interest Expense, Net

Interest expense, net for the three month s ended June 30, 2026 was $3.5 million , a decrease of $5.0 million , as compared to $8.5 million for the three months ended June 30, 2025 .

The decrease in interest expense, net was primarily due to the year over year lower outstanding debt during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Debt Modification and Extinguishment Costs

Debt modification and extinguishment costs were $1.0 million for the three months ended June 30, 2026.

There were no debt modification and extinguishment costs for the three months ended June 30, 2025.

On June 30, 2026, we amended our existing senior secured term loan facility to, among other things, (a) incur an additional $100 million 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 net proceeds of the incremental term loan were used to finance the Calabrian Acquisition.

We 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, we recorded $1.0 million of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income for the three months ended June 30, 2026.

Other Expense, Net

Other expense, net was zero for the three months ended June 30, 2026, compared to $0.3 million for the three months ended June 30, 2025.

Provision For Income Taxes

The provision for income taxes for the three months ended June 30, 2026 was $4.2 million, compared to $2.0 million for the three months ended June 30, 2025.

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 Company's effective income tax rate was impacted by discrete tax items in both periods.

For the three months ended June 30, 2026, discrete items primarily consisted of 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 acquisition.

For the three months ended June 30, 2025, discrete items primarily consisted of a stock compensation tax shortfall, tax impacts associated with the Advanced Materials & Catalysts divestiture and state tax refunds related to prior tax years.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the three 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.

Net Income From Continuing Operations

For the foregoing reasons, net income from continuing operations was $10.7 million for the three months ended June 30, 2026, compared to $5.0 million for the three months ended June 30, 2025.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 30, 2026 was $53.1 million, an increase of $11.2 million, or 26.7%, compared to $41.9 million for the three months ended June 30, 2025.

The increase in Adjusted EBITDA was primarily driven by higher sales volume and favorable net pricing, partially offset by higher planned fixed manufacturing costs.

The higher virgin and regenerated sulfuric acid volume was driven by strong demand, less customer down-time, and contribution from the Waggaman, Louisiana location.

Net pricing was favorable quarter over quarter, driven primarily by the beneficial contractual pricing for regenerated sulfuric acid.

Higher fixed manufacturing costs were driven by the acquisition of the Waggaman, Louisiana location, general inflation and higher transportation costs.

A reconciliation of net income from continuing operations to Adjusted EBITDA is as follows:

Three months ended

(in millions)

Reconciliation of net income from continuing operations to Adjusted EBITDA

Net income from continuing operations $ 10.7 $ 5.0

Provision for income taxes 4.2 2.0

Interest expense, net 3.5 8.5

Depreciation and amortization 19.6 19.0

EBITDA 38.0 34.5

Debt modification and extinguishment costs 1.0 —

Net loss on asset disposals (a)

Transaction and other related costs (b)

Equity-based compensation 2.5 2.8

Restructuring, integration and business optimization expenses (c)

Adjusted EBITDA (1)

$ 53.1 $ 41.9

(a) When asset disposals occur, we remove the impact of net gain/loss of the disposed asset because such impact primarily reflects the non-cash write-off of long-lived assets no longer in use.

(b) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations.

(c) Includes the impact of restructuring, integration and business optimization expenses, which are incremental costs that are not representative of our ongoing business operations.

(d) Other consists of adjustments for items that are not core to our ongoing business operations.

These adjustments include environmental remediation and other legal costs, expenses for capital and franchise taxes, and defined benefit pension and postretirement plan (benefits) costs, for which our obligations relate to plans that are frozen.

Included in this line-item are rounding discrepancies that may arise from rounding from dollars (in thousands) to dollars (in millions).

(1) We define Adjusted EBITDA as EBITDA adjusted for certain items as noted in the reconciliation below.

Our management evaluates the performance of our segment and allocates resources based on Adjusted EBITDA.

Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net income from continuing operations as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity.

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

Adjusted Net Income

Summarized Adjusted Net Income information is shown below in the following table:

Three months ended June 30,

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

(in millions)

Reconciliation of net income from continuing operations to Adjusted Net Income (1)(2)

Net income from continuing operations $ 14.9 $ 4.2 $ 10.7 $ 7.0 $ 2.0 $ 5.0

Debt modification and extinguishment costs 1.0 0.2 0.8 — — —

Net loss on asset disposals (a)

2.3 0.6 1.7 0.3 0.1 0.2

Transaction and other related costs (b)

8.1 0.6 7.5 1.5 0.3 1.2

Equity-based compensation 2.5 0.7 1.8 2.8 (0.1) 2.9

Restructuring, integration and business optimization expenses (c)

0.4 0.1 0.3 1.0 0.3 0.7

0.8 0.2 0.6 1.8 0.4 1.4

Adjusted Net Income $ 30.0 $ 6.6 $ 23.4 $ 14.4 $ 3.0 $ 11.4

(1) We define Adjusted Net Income as net income from continuing operations adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income from continuing operations that we do not consider indicative of our ongoing operating performance.

Adjusted Net Income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition.

Adjusted Net Income may not be comparable with net income from continuing operations or Adjusted Net Income as defined by other companies.

(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.

The adjustments to net income from continuing operations are shown net of applicable tax rates as determined by the calculation of our quarterly tax provision under interim financial reporting for the three months ended June 30, 2026 and June 30, 2025, except for equity-based compensation and transaction and other related costs.

The tax effect of equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within Section 162(m) of the Internal Revenue Code of 1986, as amended, and adjusting for the tax effect of equity-based compensation windfalls and shortfalls recorded as discrete items.

The tax effect of transaction and other related costs is derived by excluding the tax impact of non-deductible transaction costs associated with the Calabrian Acquisition, which are reflected as discrete items within the income tax provision.

Results of Operations

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

The following is a summary of our financial performance for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

• Sales increased $145.7 million to $464.9 million.

The increase in sales primarily re flects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regenerated sulfuric acid and higher sales volume of regenerated and virgin sulfuric acid, including the contribution from the acquired Waggaman, Louisiana location.

• Gross profit increased $27.0 million to $86.3 million.

The increase in gross profit was primarily due to higher sales volume and higher average selling prices.

Operating Income

• Operating income increased by $17.1 million t o $31.9 million .

The increase in operating income was due to an increase in gross profit, partially offset by higher selling, general and administrative expenses and other operating expense, net.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the six months ended June 30, 2026 and 2025:

Six months ended

June 30, Change

2026 2025 $ %

(in millions, except percentages)

Sales $ 464.9 $ 319.2 $ 145.7 45.6 %

Cost of goods sold 378.6 259.9 118.7 45.7 %

Gross profit 86.3 59.3 27.0 45.5 %

Gross profit margin 18.6 % 18.6 %

Selling, general and administrative expenses 36.5 34.1 2.4 7.0 %

Other operating expense, net 17.9 10.4 7.5 72.1 %

Operating income 31.9 14.8 17.1 115.5 %

Operating income margin 6.9 % 4.6 %

Interest expense, net 6.6 16.8 (10.2) (60.7) %

Debt modification and extinguishment costs 1.0 1.0 — — %

Other expense, net 0.1 0.3 (0.2) (66.7) %

Income (loss) before income taxes 24.2 (3.3) 27.5 833.3 %

Provision (benefit) for income taxes 3.6 (2.3) 5.9 (256.5) %

Provision (benefit) for income taxes 7.8 (0.2) 8.0 NM

Effective tax rate 32.1 % 6.6 %

1 unchanged sentence

Net (loss) income from discontinued operations, net of tax (4.2) 5.5 (9.7) (176.4) %

Net income (loss) $ 4.3 $ (3.6) $ 7.9 219.4 %

Sales for the three months ended March 31, 2026 were $215.0 million, an increase of $71.9 million, or 50.2%, compared to sales of $143.1 million for the three months ended March 31, 2025.

The increase in sales reflects higher average selling prices of $39.7 million, including the pass-through effect of higher sulfur costs of approximately $33 million, and higher sales volume of $32.2 million.

Average selling prices were higher primarily due to the pass-through effect of higher sulfur costs, higher virgin sulfuric acid pricing and favorable contract pricing for regenerated sulfuric acid.

Sales volume increase was a result of the contribution of sales volume from the Waggaman, Louisiana location, higher virgin sulfuric acid demand and higher regeneration services driven by less customer down-time compared to the prior year.

Gross profit for the three months ended March 31, 2026 was $36.4 million, an increase of $17.3 million, or 90.6%, compared to $19.1 million for the three months ended March 31, 2025.

The increase in gross profit was primarily driven by higher sales volume of $14.6 million and higher average selling prices of $6.7 million, exclusive of the approximately $33 million of higher sulfur costs, partially offset by higher manufacturing costs of $4.0 million, exclusive of the pass-through of sulfur costs.

Net income $ 12.2 $ 2.4 $ 9.8 408.3 %

NM - Not meaningful

Sales for the six months ended June 30, 2026 were $464.9 million, an increase of $145.7 million, or 45.6%, compared to sales of $319.2 million for the six months ended June 30, 2025.

The increase in sales reflects higher average selling prices of $97.2 million, including the pass-through effect of higher sulfur costs of approximately $87 million, and higher overall sales volume of $48.5 million.

Average selling prices were higher primarily due to the pass-through effect of higher sulfur costs and favorable contractual pricing for regenerated sulfuric acid.

The increase in sales volume was driven by higher sales of regenerated sulfuric acid from strong demand and less customer downtime along with higher sales of virgin sulfuric due to increased customer demand and the contribution of sales volume from the Waggaman location.

Gross profit for the six months ended June 30, 2026 was $86.3 million, an increase of $27.0 million, or 45.5%, compared to $59.3 million for the six months ended June 30, 2025.

The increase in gross profit was primarily driven by higher sales volume of $21.4 million and higher average selling prices of $10.2 million, exclusive of the approximately $87 million of higher sulfur costs, partially offset by higher overall variable and fixed manufacturing costs of $4.6 million, exclusive of the pass-through of sulfur costs.

The cost of sulfur is generally passed-through to customers at the same rate as incurred resulting in no net impact to gross profit.

Higher manufacturing costs were driven by additional fixed costs from the Waggaman, Louisiana location, higher total turnaround costs of approximately $2 million, general inflation and higher transportation costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2026 were $19.1 million, an increase of $2.6 million, compared to $16.5 million for the three months ended March 31, 2025 .

Selling, general and administrative expenses for the six months ended June 30, 2026 were $36.5 million, an increase of $2.4 million, compared to $34.1 million for the six months ended June 30, 2025 .

The increase in selling, general and administrative expenses was mainly driven by an increase in stock compensation of $0.6 million, other compensation-related expenses of $1.2 million and other expenses of $0.6 million.

Other Operating Expense, Net

Other operating expense, net for the three months e nded March 31, 2026 was $4.8 million , an increase of $1.2 million , compared to $3.6 million for the three months ended March 31, 2025.

The increase in other operating expense, net was mainly driven by an increase in transaction costs of $0.4 million and an increase in other costs of $0.8 million primarily related to integration, restructuring and legal charges.

Other operating expense, net for the six months e nded June 30, 2026 was $17.9 million , an increase of $7.5 million , compared to $10.4 million for the six months ended June 30, 2025.

The increase in other operating expense, net was mainly driven by an increase

in transaction costs of $7.1 million, loss on disposal of assets of $2.2 million, partially offset by a decrease in other costs of $1.8 million primarily related to tax consulting professional fees.

Interest Expense, Net

Interest expense, net for the three months ended March 31, 2026 was $3.2 million , a decrease of $5.1 million , as compared to $8.3 million for the three months ended March 31, 2025.

The decrease in interest expense, net was primarily due to the year over year lower outstanding debt during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Interest expense, net for the six months ended June 30, 2026 was $6.6 million , a decrease of $10.2 million , as compared to $16.8 million for the six months ended June 30, 2025.

The decrease in interest expense, net was primarily due to the year over year lower outstanding debt during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Debt Modification and Extinguishment Costs

There were no debt modification and extinguishment costs for the three months ended March 31, 2026, compared to $1.0 million for the three months ended March 31, 2025 .

Debt modification and extinguishment costs were $1.0 million for the six months ended June 30, 2026 and 2025.

The net proceeds of the incremental term loan were used to finance the Calabrian Acquisition.

We 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.

On January 30, 2025, we amended our existing senior secured term loan facility to reduce the applicable interest rates.

We 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, we recorded $1.0 million of third-party financing fees within debt modification and extinguishment costs in the condensed consolidated statements of income (loss) during the three months ended March 31, 2025.

As a result, we recorded $1.0 million of third-party financing costs within debt modification and extinguishment costs in the condensed consolidated statements of income during the six months ended June 30, 2025.

Other Expense, Net

There was no other expense, net for the three months ended March 31, 2026, compared to $0.1 million of other expense, net for the three months ended March 31, 2025 .

Other expense, net for the six months ended June 30, 2026 was $0.1 million, compared to $0.3 million for the six months ended June 30, 2025 .

Provision (Benefit) For Income Taxes

The provision for income taxes for the three months ended March 31, 2026 was $3.6 million, compared to a benefit for income taxes of $2.3 million for the three months ended March 31, 2025.

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.

Our effective income tax rate 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 provision for income taxes for the six months ended June 30, 2026 was $7.8 million, compared to a benefit for income taxes of $0.2 million for the six 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 rate for the six months ended June 30, 2026 and 2025 was impacted by discrete tax items in both periods.

For the six months ended June 30, 2026, discrete items primarily consisted of 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 acquisition.

For the six months ended June 30, 2025 , discrete items primarily consisted of a stock compensation tax shortfall, tax impacts associated with the Advanced Materials & Catalysts divestiture and state tax refunds related to prior tax years.

The difference between the U.S.

federal statutory income tax rate and our 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 impacting the effective income tax rate by 13%.

federal statutory income tax rate and our 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.

Net Income (Loss) From Continuing Operations

For the foregoing reasons, net income from continuing operations was $5.7 million for the three months ended March 31, 2026, compared to net loss from continuing operations of $8.1 million for the three months ended March 31, 2025.

For the foregoing reasons, net income from continuing operations was $16.4 million for the six months ended June 30, 2026, compared to a net loss from continuing operations of $3.1 million for the six months ended June 30, 2025.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 31, 2026 was $39.8 million, an increase of $18.5 million, or 86.9%, compared to $21.3 million for the three months ended March 31, 2025.

The increase in Adjusted EBITDA was driven by higher sales volume of virgin and regenerated sulfuric acid driven by higher demand, less customer down-time, and contribution from the Waggaman, Louisiana location.

In addition, higher virgin sulfuric acid pricing and favorable contractual pricing for regenerated sulfuric acid contributed to the increase.

This was partially offset by higher manufacturing costs driven by higher turnaround costs, along with general inflation and higher transportation costs.

Adjusted EBITDA for the six months ended June 30, 2026 was $92.9 million, an increase of $29.7 million, or 47.0%, compared to $63.2 million for the six months ended June 30, 2025.

The increase in Adjusted EBITDA was driven by higher sales volume and favorable net pricing, partially offset by higher planned fixed manufacturing costs.

The higher virgin and regenerated sulfuric acid volume was driven by strong demand, less customer down-time, and contribution from the Waggaman, Louisiana location.

Net pricing was favorable year over year, driven by the beneficial contractual pricing for regenerated sulfuric acid.

Higher fixed manufacturing costs were driven by the acquisition of the Waggaman, Louisiana location, general inflation and higher transportation costs.

A reconciliation of net income (loss) from continuing operations to Adjusted EBITDA is as follows:

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(d) Other consists of adjustments for items that are not core to our ongoing business operations.

Included in this line-item are rounding discrepancies that may arise from rounding from dollars (in thousands) to dollars (in millions).

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Summarized Adjusted Net Income information is shown below in the following table:

Three months ended March 31,

Six months ended June 30,

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

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(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.

The adjustments to net income (loss) from continuing operations are shown net of applicable tax rates of 25.4% and 25.0% for the three months ended March 31, 2026 and 2025, respectively, except for equity-based compensation.

The tax effect on equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within Section 162(m) of the Internal Revenue Code of 1986 (as amended) and adjusting for the tax effect of the equity-based stock compensation net windfall or shortfall which is recorded as a discrete item.

The adjustments to net income (loss) from continuing operations are shown net of applicable tax rates of 25.8% and 23.9% for the six months ended June 30, 2026 and 2025, respectively, except for equity-based compensation and transaction and other related costs.

Financial Condition, Liquidity and Capital Resources

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We may, from time to time, increase borrowings under our ABL Facility to meet our future cash needs.

As of March 31, 2026, we had cash and cash equivalents of $162.6 million and availability of $74.3 million under our ABL Facility, after giving effect to $2.2 million of outstanding letters of credit, for a total available liquidity of $236.9 million.

We did not have any revolving credit facility borrowings as of March 31, 2026.

As of March 31, 2026, we were in compliance with all covenants under our debt agreements.

As of June 30, 2026, we had cash and cash equivalents of $87.8 million and availability of $88.5 million under our ABL Facility, after giving effect to $2.2 million of outstanding letters of credit, for a total available liquidity of $176.3 million.

We did not have any revolving credit facility borrowings as of June 30, 2026.

As of June 30, 2026, we were in compliance with all covenants under our debt agreements.

Our ABL Facility has one financial covenant with one ratio to maintain.

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The greater of this threshold could not be greater than the total availability of the ABL Facility.

As of March 31, 2026, we were in compliance with the financial covenant under the ABL Facility.

As of June 30, 2026, we were in compliance with the financial covenant under the ABL Facility.

The 2026 Term Loan Facility and the ABL Facility contain various restrictive covenants.

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During such time, the Company is required to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0.

The Company was in compliance with all debt covenants under the 2025 Term Loan Facility and the ABL Facility as of March 31, 2026.

We have no cash and cash equivalents held in foreign jurisdictions as of March 31, 2026.

The Company was in compliance with all debt covenants under the 2026 Term Loan Facility and the ABL Facility as of June 30, 2026.

Included in our cash and cash equivalents balance as of June 30, 2026 was $2.8 million of cash and cash equivalents in foreign jurisdictions.

Depending on foreign cash balances, we have certain flexibility to repatriate funds should the need arise.

Should the need arise, we would repatriate the funds in the most tax efficient manner from those subsidiaries.

Repatriation of foreign cash is generally not subject to U.S.

federal income taxes at the time of cash distribution.

However, foreign earnings may still be taxed for state income tax purposes, as well as subject to certain foreign withholding tax obligations, when cash amounts are distributed back to the U.S.

Our liquidity requirements include interest payments related to our debt structure.

As reported, our cash interest paid for the three months ended March 31, 2026 and 2025 was approximately $4.9 million and $12.3 million, respectively.

As reported, our cash interest paid for the six months ended June 30, 2026 and 2025 was approximately $10.1 million and $23.4 million, respectively.

Before any impact of hedges, a one percent change in assumed interest rates for our variable interest credit facilities would have an annual impact of approximately $5.0 million on interest expense.

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Off-Balance Sheet Arrangements

The Company’s off-balance sheet arrangements include $2.2 million of outstanding letters of credit on our ABL Facility as of March 31, 2026.

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The Company’s off-balance sheet arrangements include $2.2 million of outstanding letters of credit on our ABL Facility as of June 30, 2026.

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Financing activities — (1.7)

Effect of exchange rate changes on cash and cash equivalents — 0.5

Net change in cash and cash equivalents (109.4) (76.4)

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The following discussions related to our cash flows are presented on a continuing operations basis, which excludes the cash flows from our Advanced Materials & Catalysts businesses accounted for as discontinued operations.

Net cash provided by operating activities was $19.6 million for the three months ended March 31, 2026, compared to $6.7 million for the three months ended March 31, 2025.

Cash generated by operating activities, other than changes in working capital, was higher by $14.7 million during the three months ended March 31, 2026, as compared to the same period in the prior year primarily due to higher earnings exclusive of non-cash expenses.

The decrease in cash from working capital during the three months ended March 31, 2026 of $1.6 million was unfavorable compared to the three months ended March 31, 2025 primarily due to unfavorable changes in receivables and inventories, partially offset by favorable changes in accounts payable and accrued liabilities.

The unfavorable change in inventory was primarily due to the effect of higher sulfur costs and timing of sales orders and inventory usage.

The unfavorable change in receivables was driven by higher sulfur cost pass through and the timing of collection of sales.

Net cash provided by operating activities was $55.2 million for the six months ended June 30, 2026, compared to $25.3 million for the six months ended June 30, 2025.

Cash generated by operating activities, other than changes in working capital, was higher by $23.3 million during the six months ended June 30, 2026, as compared to the same period in the prior year primarily due to higher earnings exclusive of non-cash expenses.

The increase in cash from working capital during the six months ended June 30, 2026 of $6.6 million was favorable compared to the six months ended June 30, 2025 primarily due to favorable changes in receivables and accounts payable, partially offset by unfavorable changes in inventories.

The favorable change in receivables was driven by higher sulfur cost pass through and the timing of collection of sales.

The favorable change in accounts payable was due to the timing of vendor payments.

The favorable change in accrued liabilities mainly relates to the timing of payments for interest and other expenses.

Net cash used in investing activities was $14.1 million for the three months ended March 31, 2026, compared to $17.1 million during the same period in 2025.

Net cash used in investing activities consisted of $14.1 million and $17.1 million to fund capital expenditures during the three months ended March 31, 2026 and 2025, respectively.

Net cash used in financing activities was $37.4 million for the three months ended March 31, 2026, compared to $3.7 million during the same period in 2025.

The unfavorable change in net cash used in financing activities was primarily driven by higher repurchases of the Company’s common stock during the three months ended March 31, 2026, partially offset by lower debt principal payments during the three months ended March 31, 2026

The unfavorable change in inventory was primarily due to the effect of higher sulfur costs and timing of sales orders and inventory usage.

Net cash used in investing activities was $223.3 million for the six months ended June 30, 2026, compared to $80.4 million during the same period in 2025.

Net cash used in investing activities consisted of $44.8 million and $39.1 million to fund capital expenditures during the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, we acquired the Calabrian business for $178.5 million.

During the six months ended June 30, 2025, we acquired the sulfuric acid production assets of Cornerstone Chemical Company LLC located at Waggaman, Louisiana for $41.3 million.

Net cash provided by financing activities was $62.6 million for the six months ended June 30, 2026, compared to net cash used in financing activities of $27.7 million during the same period in 2025.

The favorable change in net cash provided by financing activities was primarily driven by the issuance of long-term debt and lower debt principal payments, partially offset by higher repurchases of the Company’s common stock during the six months ended June 30, 2026.

2026 December 31,

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Total long-term debt, net of original issue discount and deferred financing costs $ 492.9 $ 392.6

As of March 31, 2026, our total debt was $397.1 million, excluding the original issue discount of $2.8 million and deferred financing costs of $1.5 million for our senior secured credit facilities.

Our net debt as of March 31, 2026 was $234.5 million, which reflects our total debt of $397.1 million less cash and cash equivalents of $162.6 million.

As of June 30, 2026, our total debt was $497.1 million, excluding the original issue discount of $2.7 million and deferred financing costs of $1.5 million for our senior secured credit facilities.

Total debt increased by $100 million during the second quarter of 2026 in conjunction with the Calabrian Acquisition.

Our net debt as of June 30, 2026 was $409.3 million, which reflects our total debt of $497.1 million less cash and cash equivalents of $87.8 million.

We may seek, subject to market conditions and other factors, opportunities to repurchase, refinance or otherwise reprice our debt.

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These capital expenditures represent our “book” capital expenditures for which the Company has recorded, but not necessarily paid for the capital expenditures.

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Capital expenditures remained at a level sufficient for required maintenance and certain expansion growth initiatives during these periods.

Maintenance capital expenditures were lower in the three months ended March 31, 2026, compared to the three months ended March 31, 2025 due to timing of capital projects in 2025.

Maintenance capital expenditures were higher in the six months ended June 30, 2026, compared to the six months ended June 30, 2025 due to timing of capital projects in 2025.

Growth capital expenditures were higher in the six months ended June 30, 2026, compared to the six months ended June 30, 2025 driven by investments to increase capacity and lower operating expenses.

Critical Accounting Policies and Estimates

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Actual results may differ from these estimates under different assumptions or conditions.

There has been no material change in our critical accounting policies and use of estimates from those described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K.

Acquisitions and Valuation of Acquired Assets and Liabilities

Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting.

Under the acquisition method, the purchase price is allocated to the identifiable net assets acquired based on the fair values of the identifiable net assets acquired.

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

The determination of the fair value of these assets and liabilities is based on estimates which are subject to significant management judgment.

The fair value of property, plant, and equipment are determined using a cost approach.

The fair values of intangible assets are determined using the relief-from-royalty method or the excess earnings method.

Significant assumptions used in these valuation methods may involve projected future cash flows, discount rates and growth rates.

Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable.

Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date.

We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Accounting Standards Not Yet Adopted

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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 2. Management’s Discussion and Analysis