What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-17 compared with 2025-02-20 · 42 added, 48 removed, 408 unchanged (18% of the section changed)

8 unchanged sentences

The nature of our business and our large fixed asset base make it difficult to rapidly adjust our fixed costs downward when demand for our products declines, which could materially affect our profitability.

Global and regional economic downturns have in the past, and may in the future, reduced demand for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Global and regional economic downturns have in the past, and may in the future, reduce demand or pricing for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business,

financial condition, results of operations and cash flows.

In periods with significant market turmoil or tightened credit availability, we could experience difficulties in accounts receivable collections, pricing pressures and reduced global or local business activity.

3 unchanged sentences

If the competitiveness of manufacturing in the EU continues to decrease in light of factors such as increased environmental compliance costs, inconsistent economic policies and rigid labor practices, our customers may have difficulty maintaining the competitiveness of their operations in this region or lose meaningful market share to lower cost imports from other regions, particularly Asia.

For example, a shift in tire production from a higher cost region (such as

the EU) to a lower cost region (such as Asia) could increase the export of tires made in Asia for sales into Europe and could result in a reduction in tire production in the EU and reduce our profitability.

For example, a shift in tire production from a higher cost region (such as the EU) to a lower cost region (such as Asia) could increase the export of tires made in Asia for sales into Europe and could result in a reduction in tire production in the EU and reduce our profitability.

In addition, changes in, or tensions relating to, U.S.

or other countries’ trade relations with countries where we do business or from which we source necessary supplies may adversely impact our business.

The imposition of additional restrictive policies by individual countries could lead to unexpected operating difficulties in countries we operate or do business with.

Actual or threatened tariff measures have, and may continue to have, impacts on global markets and foreign exchange rates.

The imposition of additional restrictive policies by individual countries could lead to unexpected operating difficulties in countries we operate in or do business with.

Further changes and uncertainty in the geopolitical environment or government policy, including actual or threatened measures such as tariffs, counter-tariffs and other trade barriers, have and may continue to have impacts on global markets and foreign exchange rates.

Any of these could increase our costs and negatively impact our financial condition, results of operations and cash flows.

Our business is subject to operational risks, which could adversely affect our business, financial condition, results of operations and cash flows.

COVID-19) or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.

Our operations are subject to hazards inherent in chemicals manufacturing and the related use, storage, transportation and disposal of feedstocks, products and wastes, including, but not limited to, fires and explosions, accidents, accidental oil or product releases, severe weather and natural disasters (including hurricanes, tornadoes, ice storms, droughts, floods and earthquakes, some of which are significantly increasing in likelihood because of climate change), pandemics (e.g., COVID-19) or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.

Such events have in the past disrupted, and could in the future disrupt, our supply of raw materials or otherwise affect sales, production, transportation and delivery of our products or affect demand for our products.

15 unchanged sentences

Additionally, our business is sensitive to industry capacity utilization, and pricing tends to fluctuate when capacity utilization changes occur, which could affect our financial performance.

If we are unable to respond successfully to changing competitive conditions, the demand for our products could be adversely affected which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are unable to respond successfully to changing competitive conditions, the

demand for our products could be adversely affected which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not successfully develop new products and technologies that address our customers’ changing requirements or competitive challenges, and our customers may substitute our products by using other products we do not offer.

11 unchanged sentences

Increased substitution and competition from precipitated silica producers could adversely affect our business, financial condition, results of operations and cash flows.

If we should decide to include precipitated silica in combination with silane in our product portfolio in the future, we may be restricted in our ability to do so under our intellectual property sharing arrangements with Evonik Industries AG (“Evonik”) and its affiliates, one of our previous owners.

Alternative materials, procedures or technologies may be developed, or existing ones may be improved and may replace those currently offered in the carbon black industry.

15 unchanged sentences

We obtain a considerable portion of our raw materials and energy from selected key suppliers.

Although we maintain certain raw material reserves, if any of these suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at all, or if we cannot source sufficient supply, we may be forced to incur higher costs to obtain the necessary raw materials and energy elsewhere.

obtain the necessary raw materials and energy elsewhere.

Additionally, raw material sourcing and related infrastructure (e.g., harbor access, cargo or ship availability, pipeline, tank, rail, waterway or road-access), may be subject to local developments or regulations in certain jurisdictions where we operate that may reduce, delay or halt the physical supply of raw materials.

Our inability to source energy or quality raw materials like carbon black oil, including due to the Russia-Ukraine war, Hamas-Israel conflict and China’s relations with the U.S.

Our inability to source energy or quality raw materials like carbon black oil, including due to the Russia-Ukraine war, Middle East conflicts and China’s relations with the U.S.

and with the EU, or otherwise, in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows.

1 unchanged sentence

However, we are exposed to oil price and gas price fluctuations, and there can be no assurance that we will be able to shift the price risks to our customers.

Success in offsetting increased raw material, energy and tax or tariff costs with related price increases is also influenced by competitive and economic conditions, as well as the speed and severity of such changes, and could vary significantly,

depending on the segment served.

Such increases may not be accepted by our customers, may not be fully reflected in the indices used in our pricing formulas, may not be sufficient to compensate for increased raw material and energy costs or may decrease demand for our products and our volume of sales.

8 unchanged sentences

We may also be subject to volatility in the cost, quality and availability of raw materials and energy due to factors beyond our control, such as geopolitical conflict.

See “ Negative or uncertain worldwide economic conditions may result in business volatility and may adversely impact our business, financial condition, results of operations and cash flow s” and “ Our business, financial condition and results of operations could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing war between Russia in Ukraine, the Hamas-Israel conflict and the growing geopolitical tensions between China and Taiwan .” This could have an adverse impact on our business, financial condition, results of operations and cash flows.

See “ Negative or uncertain worldwide economic conditions may result in business volatility and may adversely impact our business, financial condition, results of operations and cash flows ” and “ Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, ongoing geopolitical tension in the Middle East and the growing tension between China and Taiwan ” This could have an adverse impact on our business, financial condition, results of operations and cash flows.

Any failure to realize benefits from investments, joint ventures, acquisitions or alliances could adversely affect our business, financial condition, results of operations and cash flows.

2 unchanged sentences

Failure to achieve our respective goals could have an adverse impact on our business, financial condition, results of operations and cash flows.

Plant capacity expansions and site development projects may be delayed, cost more than anticipated and/or may not achieve the expected benefits.

Our ability to complete capacity expansions and consolidations as planned, including capacity conversions from Rubber Carbon Black to Specialty Carbon Black and vice versa, and other site development projects, including those associated with yield efficiency improvements or emission controls, may be delayed, interrupted, or otherwise limited by the need to obtain environmental and other regulatory approvals, unexpected cost increases, availability of labor and materials, unforeseen hazards such as weather or health conditions, and other risks associated with construction projects.

Plant capacity expansions and capital investments such as site development projects may be delayed, cost more than anticipated and/or may not achieve the expected benefits.

Our ability to complete capacity expansions and consolidations as planned, including capacity conversions from Rubber Carbon Black to Specialty Carbon Black and vice versa, and other capital investments, such as site development projects, including those associated with yield efficiency improvements or emission controls, have in the past been and may in the future be delayed, interrupted, or otherwise limited by the need to obtain environmental and other regulatory approvals, unexpected cost increases, changes in end-use markets, availability of labor and materials, unforeseen hazards such as weather or health conditions, and other risks associated with construction projects.

In addition, lower oil prices may impact our yield efficiency improvements.

5 unchanged sentences

Our information technology systems are an important element for effectively operating our business.

Information technology systems failures, particularly in connection with running SAP, including risks associated with upgrading or timely updating our systems, network disruptions, misuse, cybercrime and breaches of data security, have occurred in the past, and if they occur in the future, could disrupt our production as well as our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting, and lead to increased costs.

company information and our financial reporting, and could lead to increased costs.

It is possible that future technological developments could adversely affect the functionality of our computer systems and require further action and substantial funds to prevent or repair computer malfunctions.

Our information technology systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cybercrime, internal or external security breaches, catastrophic events such as fires, earthquakes, floods, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees or third-party providers.

These risks may be exacerbated as we continue to develop our information technology systems, including through the implementation of certain artificial intelligence tools, which tools may also expose us to additional risks.

Although we have taken extensive steps to address these concerns by implementing sophisticated network security, back-up systems and internal control measures, there can be no assurance that a system failure or data security breach will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

If our information technology systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our production

and operations.

Any material disruption in our information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on our business, financial condition or results of operations.

38 unchanged sentences

and certain countries, and our reliance upon production in such countries exposes us to risks due to changes in these relationships, including with respect to trade policies, treaties, government regulations and tariffs, among others.

Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, Hamas-Israel conflict and the growing geopolitical tension between China and Taiwan.

The impacts of war and other geopolitical events, including but not limited to the war in Ukraine and the Hamas-Israel conflict, the growing geopolitical tensions between China and Taiwan, are difficult to predict.

For example, the conflict in Ukraine has previously caused, and may continue to cause, volatility in crude oil and natural gas prices.

Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, ongoing geopolitical tension in the Middle East and the growing tension between China and Taiwan.

The impacts of war and other geopolitical events, including but not limited to the war in Ukraine and ongoing geopolitical tension in the Middle East, the growing tension between China and Taiwan, are difficult to predict.

For example, the conflict in Ukraine has previously

caused, and may continue to cause, volatility in crude oil and natural gas prices.

The responses of countries and political bodies to Russia’s actions in Ukraine, the larger overarching tensions, and Ukraine’s military defenses and the potential for wider conflict may generally increase energy market volatility, have severe adverse effects on regional and global economic markets and cause volatility in energy and other product prices.

The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the conflict between Hamas and Israel, could further disrupt the availability of crude oil and natural gas supplies.

The extent or length of any adverse effects of the war in Ukraine or the Hamas-Israel conflict on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.

The continuation or escalation of events like the war in Russia-Ukraine war or the Hamas-Israel conflict could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations and are difficult to

The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the ongoing geopolitical tension in the Middle East, could further disrupt the availability of crude oil and natural gas supplies.

The extent or length of any adverse effects of the war in Ukraine or the Middle East conflicts on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.

The continuation or escalation of events like the war in Russia-Ukraine war or the Middle East conflicts could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations and are difficult to predict.

The war in Ukraine has caused and may continue to cause curtailed or delayed spending by our customers’ customers, particularly in the automotive industry, and increases the risk of customer defaults or delays in payments.

The Hamas-Israel conflict or any escalation thereof could adversely impact our margins.

The Middle East conflicts or any escalation thereof could adversely impact our margins.

These and other conflicts may also lead to increased physical terrorist or cyberattacks, damage to global supply chains, and have other consequences that impact our business, financial condition and results of operations.

18 unchanged sentences

In these cases, authorities could impose fines, and the Company could be required to rectify any damage which occurs in or outside of our fence lines.

Environmental and safety regulations are subject to frequent change, as are the priorities of those who enforce them, and we could incur substantial costs to comply with current or future laws and regulations.

The global trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment.

comply with multiple, diverging sets of requirements in the different jurisdictions in which we operate.

The global trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment, although certain governments, including the current U.S.

Administration, are engaging in efforts to reduce climate-related regulations in various jurisdictions in which we operate.

Such regulations have in the past included, and may in the future include, laws and rules designed to reduce emissions of GHG, SO2, NOx, particulate matter and other air pollutants.

20 unchanged sentences

Given the industry we operate in, regulations requiring a reduction of or that impose additional taxes or fees on greenhouse gas emissions may have a significant impact on our business, financial conditions, results of operations and cash flows as further explained below.

Despite our efforts to control, significant volumes of CO 2 , a GHG, are emitted in our carbon black manufacturing processes.

Over the past few decades, the relationship between GHGs and global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted laws and regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.

These could adversely affect our business, financial condition, results of operations and cash flows.

Despite our efforts to control emissions, significant volumes of CO 2 , a GHG, are emitted in our carbon black manufacturing processes.

Over the past few decades, the relationship between GHGs and concern for global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted laws and regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.

These laws and regulations could adversely affect our business, financial condition, results of operations and cash flows.

Investors and other financial institutions are also focused on sustainability and climate change as it relates to their investment and financing decisions.

5 unchanged sentences

In the United States, Congress has from time to time considered legislation to reduce emissions of GHGs, but no comprehensive legislation has been enacted to date, and significant uncertainty currently exists as to how any such GHG legislation or regulations would impact large stationary sources, such as our facilities in Belpre (Ohio), Borger (Texas), Orange (Texas) or Ivanhoe (Louisiana), and what costs or operational changes these regulations may require in the future.

states have taken legal measures to reduce emissions of GHGs, primarily through the development of GHG emission inventories and/or regional or state GHG cap-and-trade programs.

have taken legal measures to reduce emissions of GHGs, primarily through the development of GHG emission inventories and/or regional or state GHG cap-and-trade programs.

South Africa, where we have an operating plant, has adopted a CO 2 tax regime.

6 unchanged sentences

Costs of complying with regulations could increase, as concerns related to greenhouse gases and climate change continue to emerge.

The enactment of new environmental laws and

regulations and/or the more aggressive interpretation of existing requirements could require us to incur significant costs for compliance or capital improvements or limit our current or planned operations, any of which could have a material adverse effect on our earnings or cash flow.

The enactment of new environmental laws and regulations and/or the more aggressive interpretation of existing requirements could require us to incur significant costs for compliance or capital improvements or limit our current or planned operations, any of which could have a material adverse effect on our earnings or cash flow.

We attempt to offset the effects of these compliance costs through price increases, productivity improvements and cost reduction efforts.

37 unchanged sentences

Market and regulatory changes may affect our ability to sell or otherwise benefit from co-generated energy, which may adversely affect our business, results of operations and cash flows.

Currently, approximately half of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water.

Most of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water.

Some of this co-generated energy is self-consumed, and the excess may be sold to third parties.

5 unchanged sentences

Additional claims by (former) employees or contractors based on alleged past exposure to asbestos or other substances with negative health effects may be received in the future.

We may also be subject to litigation based on environmental matters such has pollution, remediation, contamination, or exposure to hazardous substances either in the workplace or resulting from the use of our products.

We may also be subject to litigation based on environmental matters such as pollution, remediation, contamination, or exposure to hazardous substances either in the workplace or resulting from the use of our products.

This litigation could result in substantial liability for us, which could have a material adverse effect on our business, financial condition and/or profitability.

21 unchanged sentences

In addition, licensing agreements may not be available to us, and, if available, may not be available to us on acceptable terms.

In connection with the separation of our business from Evonik, completed on July 29, 2011 (the “Acquisition”), Evonik assigned to us intellectual property that was exclusively used in its carbon black business as well as certain intellectual property rights that are still in use in Evonik’s retained business.

Also, Evonik retained ownership of certain intellectual property that is not material to us.

Evonik has granted us a non-exclusive license to use such retained intellectual property in the field of carbon black.

In addition, we have granted back to Evonik licenses relating to some of our intellectual property rights to use such intellectual property in all fields outside the field of carbon

black, which licenses are exclusive, subject to certain exceptions in areas adjacent to carbon black.

Accordingly, we may be restricted in leveraging the intellectual property that we use on the basis of a license from Evonik or the intellectual property that is subject to the grant-back licenses to expand our business into certain fields outside of carbon black.

Risks Related to Indebtedness, Currency Exposure and Other Financial Matters

35 unchanged sentences

In each case, the relevant income or expense is reported in the relevant local currency and is translated into the U.S.

dollar at the applicable currency exchange rate for inclusion in our consolidated financial

dollar at the applicable currency exchange rate for inclusion in our consolidated financial statements.

Therefore, our financial results in any given period are materially affected by fluctuations in the value of the U.S.

dollar relative to other currencies, in particular the euros, the Korean won and Chinese renminbi.

dollar relative to other currencies, in particular the euro, the Korean won and Chinese renminbi.

In addition, certain of our outstanding debt obligations are denominated, pay interest and must be repaid in euros (and certain of our future debt obligations may be denominated in euros), and therefore expose us to additional exchange rate risks.

31 unchanged sentences

While we believe the decisions we have made and the assumptions and practices we have applied are reasonable and accurate, we cannot guarantee that these decisions, assumptions and practices will not be questioned or rejected by the tax authorities.

In particular, we are subject to tax audits in various jurisdictions, and

could be subject to additional tax audits, and in many cases, these audits have not yet begun or have not been completed and could give rise to issues of this kind.

In particular, we are subject to tax audits in various jurisdictions, and could be subject to additional tax audits, and in many cases, these audits have not yet begun or have not been completed and could give rise to issues of this kind.

If these tax authorities successfully challenge our decisions or assumptions, we could be required to pay additional amounts to such authorities to satisfy our tax obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

7 unchanged sentences

The BEPS project contemplates changes to numerous international tax principles, as well as national tax incentives, and these changes, when adopted by individual countries, could adversely affect our provision for income taxes.

The rules are fairly new and certain aspects of Pillar Two are not yet finalized.

The rules are new and certain aspects of Pillar Two are not yet finalized.

We continuously monitor the development of these rules and if and to which extent they may affect us.

66 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