What changed in this filing

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Item 1A. Risk Factors

2025-05-14 compared with 2024-05-15 · 29 added, 18 removed, 197 unchanged (19% of the section changed)

24 unchanged sentences

Reductions in demand for our products could adversely affect our sales and financial results and result in facility closures.

Adverse publicity or negative public perception regarding particular ingredients or products or the dietary supplement industry in general could adversely affect the financial performance of those portions of our business.

Purchasing decisions made by consumers of products that contain our ingredients may be affected by adverse publicity or negative public perception regarding particular ingredients or products or the dietary supplement industry in general.

Adverse publicity or negative public perception regarding particular ingredients or products could adversely affect the financial performance of those portions of our business.

This negative public perception may include publicity regarding the risks, efficacy, legality or quality of particular ingredients or products in general or of other companies or our products or ingredients specifically.

Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve us.

Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve us, or negative statements made to the public.

We are highly dependent upon consumers’ perception of the safety and quality of products that contain our ingredients as well as similar products distributed by other companies.

Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported.

Thus, the mere assertion that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported.

Publicity related to dietary supplements or food ingredients may also result in increased regulatory scrutiny of our industry.

8 unchanged sentences

The cyclicality of commodity markets, such as the market for caustic soda, primarily results from changes in the balance between supply and demand and the level of general economic activity.

In addition, tariffs imposed by the United States or other countries could substantially impact the price or supply of raw materials.

We cannot predict whether the markets for our raw materials will favorably impact or negatively impact the margins we can realize.

13 unchanged sentences

Demand for our products is affected by general economic conditions.

A decline in general economic or business conditions in the industries served by our customers could have a material adverse effect on our businesses.

A decline in general economic or business conditions in the industries served by our customers, whether caused by inflation, monetary policy, import or export restrictions or delays, tariffs, or otherwise, could have a material adverse effect on our businesses.

Although we sell to areas traditionally considered non-cyclical, such as water treatment, food products and health and nutritional ingredients, many of our customers are in businesses that are cyclical in nature, such as the industrial manufacturing and energy industries which include the ethanol and agriculture industries.

4 unchanged sentences

In addition, the occurrence of material operating problems or the absence of personnel due to pandemics or other disasters at any of our facilities, due to any of these hazards, may make it impossible for us to make sales to our customers and may result in a negative public or political reaction.

Many of our facilities are near significant residential populations which increases the risk of negative public or political reaction should an environmental issue occur and could lead to adverse zoning or other regulatory actions that could limit our ability to operate our business in those locations.

Many of our facilities are near significant residential populations, which increases the risk of negative public or political reaction should an environmental issue occur and could lead to adverse land use or other regulatory actions that could limit our ability to grow or operate our business in those locations.

Accordingly, these hazards and their consequences could have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.

9 unchanged sentences

These properties may have been used in ways that involved hazardous materials.

Contaminates may migrate from, within or through any such property, which may give rise to claims against us.

Contaminants may migrate from, within or through any such property, which may give rise to claims against us.

Third parties who are responsible for contamination may not have funds, or may not make funds available when needed, to pay remediation costs imposed upon us jointly with them under environmental laws and regulations.

Our Water Treatment Group and our agricultural product sales within our Industrial Group are subject to seasonality and weather conditions, which could adversely affect our results of operations.

Our Water Treatment Group has historically experienced higher sales during April to September, primarily due to a seasonal increase in chemicals used by municipal water treatment facilities.

Our Water Treatment Group has historically experienced higher sales during April to September, primarily due to a seasonal increase in chemicals used by municipal water treatment facilities and pools.

Our agricultural product sales within our Industrial Group are also seasonal, primarily corresponding with the planting season.

5 unchanged sentences

The raw materials we need are transported by truck, rail, barge or ship by third-party providers.

The costs of transporting our products or necessary raw materials could be negatively affected by factors outside of our control, including rail service interruptions or rate increases, extreme weather events, tariffs, rising fuel costs and capacity constraints.

In recent years, unprecedented congestion in ocean shipping adversely impacted the reliability of our imported raw materials, and transport driver shortages caused extended lead times for domestic shipments.

In recent years, unprecedented congestion in ocean shipping adversely impacted the reliability of our imported raw materials, and transport driver shortages have caused extended lead times for domestic shipments.

In addition, rail shipments can be unreliable, with significant delays in service and increased costs.

13 unchanged sentences

Barge shipments are delayed or impossible under certain circumstances, including during times of high or low water levels, when waterways are frozen and when locks and dams are inoperable.

The availability and reliability of truck transportation has been negatively impacted by a number of factors, including limited availability of qualified drivers and equipment, limitations on drivers’ hours of service and failures of critical infrastructure, such as bridges.

The availability and reliability of truck transportation have been negatively impacted by a number of factors, including limited availability of qualified drivers and equipment, limitations on drivers’ hours of service and failures of critical infrastructure, such as bridges and rail lines.

The volumes handled by, and operating challenges at, ocean ports have at times been volatile and can delay the receipt of goods or cause the cost of shipping goods to be more expensive.

16 unchanged sentences

Chemical-related assets may be at greater risk of future terrorist attacks than other possible targets in the United States.

Federal law imposes site security requirements, specifically on chemical facilities, which have increased our overhead expenses.

With the expiration of the federal law that imposed site security requirements, various states have started to explore their own security requirements, which may not be uniform and compliance with such varied regulations may increase our overhead expenses.

Federal regulations have also been adopted to increase the security of the transportation of hazardous chemicals in the United States.

5 unchanged sentences

In addition, available insurance coverage may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.

Our businesses could experience substantial effects from tariffs or changes in international trade policies that could adversely affect our results of operations.

New or increased tariffs or other trade barriers imposed by governments, including the United States, could dramatically increase costs and delivery times within our supply chain.

Certain of our business lines, such as our health and nutrition products, are dependent upon the import of key raw materials from a wide variety of international sources.

In addition, many domestic suppliers rely on imported raw materials or parts for their production.

Tariffs or other trade barriers could adversely affect our ability to source and import raw materials effectively, the cost of import and domestic products and our relative position compared to competitors that may not be adversely impacted to the same extent, whether due to exclusive domestic sources or alignment with favorable jurisdictions.

Our domestic suppliers, who may not be directly impacted by tariffs or other trade barriers, may also opportunistically increase prices or experience shortages in supply as competitors seek switch to domestic suppliers.

Additionally, uncertainty inspired by the threat of changes in international trade policy could delay or reduce demand for our products.

We are unable to accurately predict the duration and extent to which tariffs may impact our businesses.

We may not be able to renew our leases of land where four of our operations facilities reside.

We lease the land where our three main terminals are located and where another significant manufacturing plant is located.

These leases, including all renewal periods, have expiration dates from 2024 to 2044.

These leases, including all renewal periods, have expiration dates from 2025 to 2044, one of which with an annual renewal period.

The failure to secure extended lease terms on any one of these facilities may have a material adverse impact on our business, as they are where a portion of our chemicals are manufactured and where the majority of our bulk chemicals are stored.

15 unchanged sentences

In addition, these concerns could influence public perceptions, impact the commercial viability of the products we sell and increase the costs to comply with increasingly complex regulations, which could have a negative impact on our business, financial condition and results of operations.

In addition, we operate a fleet of more than 350 commercial vehicles, primarily in our Water Treatment Group, which are highly regulated, including by the DOT.

In addition, we operate a fleet of approximately 400 commercial vehicles, primarily in our Water Treatment Group, which are highly regulated, including by the DOT.

The DOT governs transportation matters including authorization to engage in motor carrier service, including the necessary permits to conduct our businesses, equipment operation, and safety.

We are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other rules and regulations.

We are audited periodically by the DOT to ensure that we are in compliance with various safety, hazardous materials, hours-of-service, and other rules and regulations.

If we were found to be out of compliance, the DOT could severely restrict or otherwise impact our operations, which could have a material adverse effect on our operations as a whole, including our results of operations and cash flows.

7 unchanged sentences

The primary regulatory bodies in the United States are the Food and Drug Administration (the “FDA”), the Environmental Protection Agency, the United States Department of Agriculture and the Federal Trade Commission, and we are also subject to similar regulators in other countries.

Failure to comply with these regulatory requirements may result in various types of penalties or fines.

Recently, various of these regulatory bodies have announced significant changes to regulations, including changes in enforcement activities, as well as statements about attempts to prohibit the use of certain chemicals in food and drinking water, such as fluoride.

Failure to comply with these requirements may result in various types of penalties or fines.

These include injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions.

4 unchanged sentences

• stopping the sale of products,

• reducing the markets or marketability of products,

• requirements for the reformulation of certain or all products to meet new standards,

17 unchanged sentences

Failure to comply with the covenants under our credit facility may have a material adverse effect.

We are party to a credit agreement (the “Credit Agreement”) with U.S.

We are party to a second amended and restated credit agreement, as amended (the “Credit Agreement”), with U.S.

Bank National Association ("U.S.

Bank") and other lenders (collectively, the “Lenders”), which includes secured revolving credit facilities (the “Revolving Loan Facility”) totaling $400.0 million.

The Revolving Loan Facility includes a $10.0 million letter of credit subfacility and $25.0 million swingline subfacility.

The Revolving Loan Facility includes a $10.0 million letter of credit subfacility and a $25.0 million swingline subfacility.

At March 30, 2025, we had $149 million outstanding under the Revolving Loan Facility.

22 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors