What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 135 added, 56 removed, 360 unchanged (35% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions, except share and per share data)

7 unchanged sentences

Interest and other financial expense, net 16.3 19.1 31.0 32.8

Income (loss) before earnings in affiliated companies and income taxes ( 3.3 ) 17.5

Income before earnings in affiliated companies and income taxes 5.0 13.0 1.7 30.5

Income tax expense 3.4 4.6 10.1 13.5

9 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

Net income (loss) $ 1.8 $ 9.0 $ ( 8.1 ) $ 18.1

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 0.6 ( 2.6 ) 4.2 —

Net gains (losses) on derivatives 1.7 ( 1.5 )

Net losses on derivatives ( 2.2 ) ( 2.0 ) ( 0.5 ) ( 3.5 )

Defined benefit plans, net — ( 0.1 ) ( 0.1 ) ( 0.2 )

Other comprehensive income 5.2 1.0

Other comprehensive income (loss) ( 1.6 ) ( 4.7 ) 3.6 ( 3.7 )

Comprehensive income (loss) $ 0.2 $ 4.3 $ ( 4.5 ) $ 14.4

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions, except share data)

32 unchanged sentences

Outstanding – 56,522,699 and 56,154,794 shares

Treasury stock, at cost, 4,603,610 and 4,837,465

Treasury stock, at cost, 4,469,560 and 4,837,465 shares

( 78.0 ) ( 90.8 )

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

1 unchanged sentence

Net income (loss) $ ( 8.1 ) $ 18.1

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

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

Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 65.6 63.5

10 unchanged sentences

Other assets and liabilities, net ( 21.9 ) 9.4

Net cash provided by (used in) operating activities ( 12.4 ) 0.4

Net cash provided by operating activities 14.9 54.1

Cash flows from investing activities:

20 unchanged sentences

Balance at January 1, 2026 56,154,794 $ 85.3 $ ( 90.8 ) $ 80.2 $ 382.2 $ ( 72.3 ) $ 384.6

Net income — — — — ( 9.9 ) — ( 9.9 )

Net loss — — — — ( 9.9 ) — ( 9.9 )

Other comprehensive income, net of tax — — — — — 5.2 5.2

4 unchanged sentences

Balance at March 31, 2026 56,388,649 85.3 ( 80.6 ) 70.8 371.1 ( 67.1 ) 379.5

Net income — — — — 1.8 — 1.8

Other comprehensive loss, net of tax — — — — — ( 1.6 ) ( 1.6 )

Dividends $ 0.04 per share — — — — ( 2.3 ) — ( 2.3 )

Stock based compensation — — — 3.0 — — 3.0

Issuance of stock under equity compensation plans 134,050 — 2.6 ( 2.7 ) — — ( 0.1 )

Balance at June 30, 2026 56,522,699 $ 85.3 $ ( 78.0 ) $ 71.1 $ 370.6 $ ( 68.7 ) $ 380.3

Balance at January 1, 2025 57,242,372 $ 85.3 $ ( 82.2 ) $ 84.7 $ 457.0 $ ( 69.9 ) $ 474.9

6 unchanged sentences

Balance at March 31, 2025 56,459,366 85.3 ( 87.7 ) 72.5 464.9 ( 68.9 ) 466.1

Net income — — — — 9.0 — 9.0

Other comprehensive loss, net of tax — — — — — ( 4.7 ) ( 4.7 )

Dividends $ 0.04 per share — — — — ( 2.3 ) — ( 2.3 )

Repurchases of Common stock ( 444,790 ) — ( 5.0 ) — — — ( 5.0 )

Stock based compensation — — — 3.6 — — 3.6

Issuance of stock under equity compensation plans 31,650 — 2.4 ( 2.6 ) — — ( 0.2 )

Balance at June 30, 2025 56,046,226 $ 85.3 $ ( 90.3 ) $ 73.5 $ 471.6 $ ( 73.6 ) $ 466.5

See accompanying Notes to these Condensed Consolidated Financial Statements.

15 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements.

These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 2025.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented.

14 unchanged sentences

Summary of Significant Accounting Policies —Accounting Standards Not Yet Adopted

Environmental Credits and Environmental Credit Obligations— In May 2026, the FASB issued ASU No.

2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) .

This ASU establishes guidance on the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

Under the new standard, an entity will recognize and measure environmental credit assets based on their intended use as well as how the credits are obtained.

Environmental credit obligations will be recognized and measured depending on whether an entity holds and expects to use compliance environmental credits to settle that obligation.

This guidance is effective for annual periods beginning after December 15, 2027 (including interim periods within).

Early adoption permitted.

Entities are required to adopt the amendments on a retrospective basis by recognizing a cumulative effect adjustment to retained earnings at the date of initial application (i.e., prior reporting periods will not be recast).

We are currently assessing the impact of adoption of this new ASU.

However, we believe the adoption of this ASU will not materially impact our Consolidated Financial Statements.

Government Grants— In December 2025, the FASB issued ASU No.

16 unchanged sentences

The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis.

Notes to the Condensed Consolidated Financial Statements—(continued)

We are currently assessing the impact of adopting the new guidance in our Consolidated Financial Statements.

6 unchanged sentences

Early adoption is permitted.

Notes to the Condensed Consolidated Financial Statements—(continued)

We believe the adoption of these ASUs will not materially impact our Consolidated Financial Statements, however, will require additional disclosures in the footnotes to the Consolidated Financial Statements.

The adoption of this ASU will require additional disclosures in our Consolidated Financial Statements.

Accounts Receivable

Accounts receivable, net of allowance for credit losses, are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions)

2 unchanged sentences

Accounts receivable, net $ 300.4 $ 213.6

Accounts Receivable Factoring Facilities ― For the three months ended March 31, 2026 and 2025 the gross amount of receivables sold were $ 96.0 million and $ 102.5 million, respectively.

For the three months ended March 31, 2026 and 2025 the loss on receivables sold was approximately $ 0.9 million and $ 1.2 million, respectively.

Accounts Receivable Factoring Facilities ― For the three months ended June 30, 2026 and 2025 the gross amount of receivables sold were $ 101.3 million and $ 125.7 million, respectively.

For the six months ended June 30, 2026 and 2025 the gross amount of receivables sold were $ 197.3 million and $ 228.2 million, respectively.

For the three months ended June 30, 2026 and 2025 the loss on receivables sold was approximately $ 1.1 million and $ 1.4 million, respectively.

For the six months ended June 30, 2026 and 2025 the loss on receivables sold was approximately $ 2.0 million and $ 2.6 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.

Inventories, net of reserves, are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions)

2 unchanged sentences

Inventories, net $ 275.5 $ 277.3

Notes to the Condensed Consolidated Financial Statements—(continued)

Debt and Other Obligations

Debt and other obligations are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions)

9 unchanged sentences

Total $ 1,009.7 $ 979.5

Notes to the Condensed Consolidated Financial Statements—(continued)

Other Short-Term Debt and Obligations

Other short-term debt and obligations are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions)

15 unchanged sentences

Revolving credit facility

As of March 31, 2026, total capacity under our RCF and ancillary facilities is € 350 million ($ 402.5 million).

As of March 31, 2026 and December 31, 2025, availability under the RCF and ancillary facilities is $ 141.8 million and $ 193.0 million, respectively.

As of June 30, 2026, total capacity under our Revolving credit facility (“ RCF”) and ancillary facilities is € 350 million ($ 398.8 million).

As of June 30, 2026 and December 31, 2025, availability under the RCF and ancillary facilities were $ 127.5 million and $ 193.0 million, respectively.

We classify amounts outstanding under the RCF as current in our Condensed Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month period, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.

Repurchase Agreement —We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates as follows:

• On January 21, 2026, we sold approximately 320 thousand EUA certificates for € 27.1 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on July 27, 2026 for € 27.5 million.

• On January 21, 2026, we sold 186 thousand EUA certificates for € 15.8 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on July 27, 2026 for € 16.0 million.

The difference between the consideration received and the amount of consideration to be paid will be recognized as an interest expense.

At March 31, 2026, the amount outstanding, including accrued interest, was € 43.1 million ($ 49.6 million).

Due to the short maturity, the carrying value approximates the fair value.

As of March 31, 2026, we are in compliance with our debt covenants.

• On January 21, 2026, we sold approximately 320 thousand EUA certificates for € 27.1 million cash to another counterparty and concurrently entered an agreement to repurchase the EUA certificates.

We repurchased the EUA certificates on July 27, 2026 for € 27.5 million.

Notes to the Condensed Consolidated Financial Statements—(continued)

• On January 21, 2026, we sold 186 thousand EUA certificates for € 15.8 million cash to another counterparty and concurrently entered an agreement to repurchase the EUA certificates We repurchased the EUA certificates on July 27, 2026 for € 16.0 million.

The difference between the consideration received and the amount of consideration paid was recognized as interest expense.

At June 30, 2026, the amount outstanding, including accrued interest, was € 43.4 million ($ 49.5 million).

As of June 30, 2026, we are in compliance with our debt covenants.

For additional information relating to our debt, see “ Note J.

Debt and Other Obligations” , included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Notes to the Condensed Consolidated Financial Statements—(continued)

Financial Instruments and Fair Value Measurement

4 unchanged sentences

The market risk exposure is not hedged in a manner to completely eliminate the effects of changing market conditions on earnings or cash flow.

No significant concentration of credit risk existed at March 31, 2026 or at December 31, 2025.

No significant concentration of credit risk existed at June 30, 2026 or at December 31, 2025.

Fair value measurement

The following table summarizes outstanding financial instruments that are measured at fair value on a recurring basis:

March 31, 2026 December 31, 2025 Balance Sheet Classification

June 30, 2026 December 31, 2025 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

10 unchanged sentences

Short-term and Long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Notional Amount Fair Value Notional Amount Fair Value

(In millions)

Non-derivatives:

Term-Loan $ 621.6 $ 522.5 $ 639.7 $ 582.8

1 unchanged sentence

Total $ 668.9 $ 570.4 $ 692.1 $ 635.7

Non-derivative liabilities in the table above are classified as Level 2.

At both March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

Liabilities in the table above are classified as Level 2.

At both June 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

1 unchanged sentence

Effect of Financial Instruments

Three Months Ended Mar 31,

Three Months Ended June 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

5 unchanged sentences

Total $ ( 2.6 ) $ ( 2.1 ) $ ( 0.3 ) $ 0.2

Effect of Financial Instruments

Six Months Ended June 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

2026 2025 2026 2025

(In millions)

Derivatives designated as hedges:

Cross currency swaps $ ( 1.3 ) $ ( 4.6 ) $ ( 0.6 ) $ ( 0.1 ) Interest and other financial expense, net

Interest rate swaps 1.2 0.5 — — Interest and other financial expense, net

Total $ ( 0.1 ) $ ( 4.1 ) $ ( 0.6 ) $ ( 0.1 )

Cross currency and interest rate swaps are designated as cash flow hedges of principal and interest payments related to our Term-Loans, which mature in September 2028.

2 unchanged sentences

Financial Instruments and Fair Value Measurement” , included in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional information relating to our derivatives instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

Accumulated Other Comprehensive Income (Loss)

9 unchanged sentences

Balance at March 31, 2026 ( 80.3 ) 9.3 3.9 ( 67.1 )

Other comprehensive income (loss) before reclassifications 0.7 ( 2.8 ) — ( 2.1 )

Income tax effects before reclassifications ( 0.1 ) 0.9 — 0.8

Amounts reclassified from AOCI — ( 0.3 ) — ( 0.3 )

Income tax effects on reclassifications — 0.1 — 0.1

Currency translation AOCI — ( 0.1 ) — ( 0.1 )

Balance at June 30, 2026 $ ( 79.7 ) $ 7.1 $ 3.9 $ ( 68.7 )

Balance at January 1, 2025 $ ( 79.4 ) $ 10.8 $ ( 1.3 ) $ ( 69.9 )

5 unchanged sentences

Balance at March 31, 2025 ( 76.8 ) 9.3 ( 1.4 ) ( 68.9 )

Other comprehensive income (loss) before reclassifications ( 3.0 ) ( 3.6 ) — ( 6.6 )

Income tax effects before reclassifications 0.4 0.5 — 0.9

Amounts reclassified from AOCI — 0.2 — 0.2

Income tax effects on reclassifications — ( 0.1 ) — ( 0.1 )

Currency translation AOCI — 1.0 ( 0.1 ) 0.9

Balance at June 30, 2025 $ ( 79.4 ) $ 7.3 $ ( 1.5 ) $ ( 73.6 )

Notes to the Condensed Consolidated Financial Statements—(continued)

3 unchanged sentences

The following table reflects the income and share data used in the basic and diluted EPS computations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions, except share and per share data)

11 unchanged sentences

Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

For the three months ended March 31, 2026, we recognized Income tax expense of $ 6.7 million compared to Income tax expense of $ 8.9 million for the three months ended March 31, 2025.

Income tax expense for the three months ended June 30, 2026 and 2025 was $ 3.4 million and $ 4.6 million, respectively.

Income tax expense for the six months ended June 30, 2026 and 2025 was $ 10.1 million and $ 13.5 million, respectively.

Our effective income tax rates were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Effective income tax rates 65.4 % 35.4 % 505.0 % 44.3 %

Our effective tax rate for the three months ended March 31, 2026 and 2025 were ( 209.4 )% and 50.9 %, respectively.

Our effective tax rate for the three months ended June 30, 2026 and 2025 were 65.4 % and 35.4 %, respectively.

Projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses determines our effective tax rate.

Our effective tax rate for the six months ended June 30, 2026 and 2025 were 505.0 % and 44.3 %, respectively.

Projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses determines our effective tax rate.

Commitments and Contingencies

4 unchanged sentences

Based on consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or the Condensed Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements—(continued)

Pledges and Guarantees

The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions in which it operates excluding China as collateral under its debt agreements.

As of March 31, 2026, the Company had guarantees totaling $ 31.1 million issued by various financial institutions.

Notes to the Condensed Consolidated Financial Statements—(continued)

As of June 30, 2026, the Company had guarantees totaling $ 35.7 million issued by various financial institutions.

Financial Information by Segment

6 unchanged sentences

This includes finance income and expenses, taxes and items with less bearing on the underlying core business.

Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the chief operating decision maker (“CODM”).

Discrete financial information is available for each of the segments, and the CODM uses operating results of each operating segment for performance evaluation and resource allocation.

Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), who is our chief operating decision maker (“CODM”).

Discrete financial information is available for each of our reportable segments.

The CODM reviews segment Adjusted EBITDA and related segment operating results as drivers of Adjusted EBITDA to allocate resources and to assess operating results and financial performance.

The CODM reviews changes in actual results compared to prior periods, forecasts, and operating objectives.

Segment Adjusted EBITDA includes items management considers representative of the underlying performance of each segment.

Our CODM uses Adjusted EBITDA as the primary measure for reviewing our segment profitability.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as restructuring expenses, Loss (recovery) due to misappropriation of assets, net, Goodwill impairment, etc.) plus Earnings in affiliated companies, net of tax.

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Segment operating results for the three months ended March 31, 2026 and 2025 are as follows:

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended June 30, 2026 and 2025 are as follows:

Rubber Specialty Corporate Total

8 unchanged sentences

Adjusted EBITDA $ 19.2 $ 39.0 $ — $ 58.2

Capital expenditures 4.6 20.8 — 25.4

Net sales from external customers $ 308.3 $ 158.1 $ — $ 466.4

Cost of Sales 242.5 125.5 — 368.0

Selling, general and administrative expenses 34.2 23.2 0.3 57.7

Other segment items 3.3 4.8 0.5 8.6

Equity in earnings of affiliated companies, net of tax 0.6 — — 0.6

LTIP and other non-operating charges 1.0 2.3 0.8 4.1

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.0 13.0 — 32.0

Adjusted EBITDA $ 48.9 $ 19.9 $ — $ 68.8

Capital expenditures 16.8 25.4 — 42.2

Other segment items —Other segment items for each reportable segment includes Research and Development costs and Other expense (income), net.

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the six months ended June 30, 2026 and 2025 are as follows:

Rubber Specialty Corporate Total

(In millions)

Net sales from external customers $ 605.9 $ 354.5 $ — $ 960.4

Cost of Sales 531.2 257.0 — 788.2

Selling, general and administrative expenses 70.1 51.2 0.5 121.8

Other segment items 8.0 8.4 1.3 17.7

Equity in earnings of affiliated companies, net of tax 0.3 — — 0.3

LTIP and other non-operating charges 1.9 2.0 1.8 5.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 39.4 26.2 — 65.6

Adjusted EBITDA $ 38.2 $ 66.1 $ — $ 104.3

Assets $ 1,145.6 $ 703.0 $ 138.4 $ 1,987.0

11 unchanged sentences

Other segment items —Other segment items for each reportable segment includes Research and Development costs and Other expense (income), net.

Notes to the Condensed Consolidated Financial Statements—(continued)

A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

Income (loss) before earnings in affiliated companies and income taxes $ ( 3.3 ) $ 17.5

Income before earnings in affiliated companies and income taxes $ 5.0 $ 13.0 $ 1.7 $ 30.5

LTIP and other non-operating charges 3.8 4.1 5.7 7.1

3 unchanged sentences

Adjusted EBITDA $ 58.2 $ 68.8 $ 104.3 $ 135.0

LTIP and other non-operating charges include the following:

Three Months Ended March 31,

Notes to the Condensed Consolidated Financial Statements—(continued)

Long term incentive plan (“LTIP”) and other non-operating charges include the following:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

4 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-Q

Item 1. Financial Statements