What changed in this filing

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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-15 · 408 added, 444 removed, 1065 unchanged (44% of the section changed)

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Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is a process designed by or under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and overseen by the Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s consolidated financial statements would be prevented or detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting using the criteria in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 COSO Framework”).

Based on management’s assessment, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 15 “ Exhibits and Financial Statement Schedules ”.

Remediation of Previously Disclosed Material Weaknesses

As previously disclosed under “Item 9a – Controls and Procedures” in our annual report on Form 10-K for the period ended December 31, 2022, the Company did not sufficiently attract, develop, and retain competent resources to fulfill internal control responsibilities and did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting.

As a consequence of these material weaknesses, the Company did not effectively design, implement and operate process-level controls across its financial reporting processes.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

During the year ended December 31, 2023, the Company, with the oversight of the Audit Committee of our Board of Directors, continued to design and implement measures pursuant to management’s overall internal controls over financial reporting remediation plan and also completed testing of the design and operating effectiveness of all remediated controls.

The remediation efforts to date included the following:

• Performed walkthroughs of the Company’s financial reporting processes including identifying all information used within the Company’s control environment;

• Completed a comprehensive review of, and update to, the documentation of relevant processes with respect to the Company’s internal control over financial reporting;

• Developed internal control remediation plans to enhance controls for deficiencies associated with the material weaknesses above, including an assessment of personnel skills and experience related to the design and operation of internal control activities;

• Implemented all new and revised internal controls to address the previously identified deficiencies associated with the material weaknesses above;

• Expanded the internal control compliance department with personnel who have appropriate internal control experience and identified resources for control owner positions that had previously experienced turnover;

• Executed a targeted training program to educate control owners on the requirements of internal control activities, including maintaining adequate documentary evidence for internal control activities.

Based on management’s evaluation of the effectiveness of the Company’s internal controls as of December 31, 2023, including newly remediated controls, management concluded that the Company’s internal control over financial reporting framework was effectively designed and operated effectively for a sufficient period of time to enable us to conclude that all previously identified material weaknesses have been remediated as of December 31, 2023.

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f).

Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

Based on the assessment, management concluded that, as of December 31, 2024 , the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 .

Changes in Internal Control Over Financial Reporting

Except as noted above with respect to the completion of the steps in the remediation plan, there has been no change in the Company’s internal control over financial reporting during the year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

OTHER INFORMATION

Director and Officer Trading Arrangements

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Andrew Edwards 66 Executive Vice President and Chief Financial Officer

Donnelly 49 Vice President, General Counsel and Corporate Secretary

Donnelly 50 Executive Vice President, General Counsel and Corporate Secretary

Steitz was elected President and Chief Executive Officer effective March 19, 2019.

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Edwards also served as the Company’s Treasurer from May 1997 to December 2009 and as the Company’s Controller from October 1992 until July 2000.

Donnelly was elected Vice President, General Counsel and Corporate Secretary effective January 1, 2021.

He joined Tredegar in 2010 and served as its Associate General Counsel from 2013 to 2020.

Donnelly was elected Executive Vice President, General Counsel and Corporate Secretary effective January 1, 2025.

He joined Tredegar in 2010 as Assistant General Counsel.

He was promoted to Associate General Counsel in 2013, and he served in that capacity until 2021, when he became Vice President, General Counsel and Corporate Secretary.

Prior to joining Tredegar, Mr.

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Tredegar has a Code of Conduct that applies to all of its directors, officers and employees (including its chief executive officer, chief financial officer and principal accounting officer) and has posted the Code of Conduct on its website.

All amendments to or waivers from any provision of the Company’s Code of Conduct applicable to the chief executive officer, chief financial officer and principal accounting officer will be disclosed on the Company’s website.

All amendments to or waivers from any provision of the Company’s Code of Conduct applicable to the chief executive officer, chief financial officer or principal accounting officer or persons performing similar functions will be disclosed on the Company’s website.

The Company’s internet address is www.tredegar.com .

Tredegar has an insider trading policy governing the purchase, sale and other dispositions of Tredegar’s securities that applies to all personnel of Tredegar and its subsidiaries, including directors, officers and employees and other covered persons.

Tredegar believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of Tredegar’s insider trading policy is filed as Exhibit 19 to this Form 10-K.

In addition, with regard Tredegar’s trading in its own securities, it is Tredegar’s policy to comply with the federal securities laws and the applicable listing standards.

EXECUTIVE COMPENSATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information to be included in the Proxy Statement under the heading “Equity Compensation Plan Information” is incorporated herein by reference.

The information to be included in the Proxy Statement under the headings “Stock Ownership” and “Equity Compensation Plan Information” is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information to be included in the Proxy Statement under the headings “Certain Relationships and Related Transactions,” “Tredegar’s Board of Directors” and “Board Meetings, Meetings of Independent Directors and Board Committees” is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , Richmond, Virginia , Audit Firm ID:

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• Information on accounting fees and services to be included in the Proxy Statement under the heading “Audit and Non-Audit Fees;” and

• Information on the Audit Committee’s procedures for pre-approving certain audit and non-audit services to be included in the Proxy Statement under the heading “Board Meetings, Meetings of Non-Management Directors and Board Committees—Audit Committee Matters.”

• Information on the Audit Committee’s procedures for pre-approving certain audit and non-audit services to be included in the Proxy Statement under the heading “Audit and Non-Audit Fees.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment in the Surface Protection reporting unit

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s goodwill balance as of December 31, 2023 was $35.7 million, including $22.4 million related to the Surface Protection reporting unit, within the PE Films reportable segment.

The Company assesses goodwill for impairment when events or circumstances indicate that the carrying value may not be recoverable, or, at a minimum, on an annual basis (December 1st of each year).

During the three months ended June 30, 2023 and September 30, 2023, events and circumstances indicated that the Surface Protection reporting unit might be impaired.

The Company performed quantitative impairment tests of the Surface Protection reporting unit as of June 30, 2023 and September 30, 2023, and concluded that an impairment existed as of June 30, 2023 and September 30, 2023.

Management estimated the fair value of the Surface Protection reporting unit utilizing the discounted cash flow method.

We identified the assessment of goodwill impairment of the Surface Protection reporting unit as a critical audit matter.

The estimation of fair value of the reporting unit is complex and includes estimation uncertainties that required a higher level of subjective auditor judgment.

Specifically, the revenue growth projections used in the discounted cash flow method required subjective and challenging auditor judgment as they represented subjective determinations of market and economic conditions.

Additionally, the audit effort associated with the discount rate and the revenue growth projections required specialized skills

and knowledge.

Changes to those assumptions could have had a significant effect on the Company’s estimate of the fair value of the reporting unit.

Sufficiency of audit evidence over sales

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company recorded approximately $598,025 thousand of sales during the year ended December 31, 2024.

Sales are recognized by the sale of finished products to customers.

Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership.

Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer.

The processing and recording of sales is decentralized across multiple locations and is reliant on multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over sales as a critical audit matter.

Subjective auditor judgment was required to determine the nature and extent of procedures to be performed over the Company’s locations because of the number of IT applications, the decentralized nature of the sales generating activities, and the need to involve IT professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls over the selection of the discount rate and development of the revenue growth projections.

We assessed the revenue growth projections by considering correspondence with customers, as well as the underlying business strategies and growth plans of the Company.

We also evaluated the revenue growth projections by comparing them to third-party market data and to historical actual results.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s discount rate by comparing it to a discount rate that was independently developed using publicly available third-party market data for comparable entities

• evaluating the Company’s revenue growth projections by comparing them to projections that were independently developed using external market and industry data.

We applied auditor judgment to determine the nature and extent of procedures to be performed over sales, including determining the locations at which those procedures were to be performed.

For each location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue recognition processes, including the controls over the accurate recording of revenue transactions.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain general IT controls and application controls, including IT system-generated reports used by the Company in its revenue recognition processes.

At certain locations, we selected a sample of transactions and compared the amounts recognized to relevant cash receipts as well as underlying documentation such as contracts, purchase orders, shipping documents, or other third-party evidence.

At certain locations, we performed software-assisted data analysis to test relationships among certain revenue transactions.

At the locations we performed software-assisted data analysis, we also tested certain transactions and compared the amounts recognized by the Company to relevant cash receipts as well as underlying documentation such as contracts, purchase orders, shipping documents, or other third-party evidence.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2018.

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Prepaid expenses and other 16,567 8,817

Current assets of discontinued operations — 48,358

Total current assets 139,827 176,677

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Other assets 2,448 3,442

Noncurrent assets of discontinued operations 126 36,108

Total assets $ 356,357 $ 446,461

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Lease liability, short-term 2,453 1,903

ABL revolving facility (matures on June 30, 2026) 126,322 —

Short-term debt 1,322 —

ABL revolving facility — 126,322

Income taxes payable 320 183

Current liabilities of discontinued operations 741 32,762

Total current liabilities 91,708 249,104

Lease liability, long-term 12,993 10,396

Long-term debt 20,000 137,000

ABL revolving facility 60,600 —

Pension and other postretirement benefit obligations, net 5,914 6,643

Deferred income tax liabilities 69 —

Other non-current liabilities 4,105 3,862

Noncurrent liabilities of discontinued operations — 20,803

Total liabilities 175,389 290,808

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63,590 61,606

Common stock held in trust for savings restoration plan ( 118,543 shares at December 31, 2023 and 113,316 at December 31, 2022)

Common stock held in trust for savings restoration plan ( 118,543 shares at December 31, 2024 and December 31, 2023)

( 2,233 ) ( 2,233 )

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Total 596,193 721,639 753,481

Income (loss) before income taxes ( 160,030 ) 32,844 67,110

Income (loss) from continuing operations before income taxes 880 ( 150,465 ) 9,564

Income tax expense (benefit) ( 165 ) ( 51,300 ) ( 3,021 )

Net income (loss) from continuing operations 1,045 ( 99,165 ) 12,585

Income (loss) from discontinued operations, net of tax ( 65,610 ) ( 6,740 ) 15,870

Net income (loss) $ ( 64,565 ) $ ( 105,905 ) $ 28,455

Earnings (loss) per share:

Basic $ ( 3.10 ) $ 0.84 $ 1.72

Diluted $ ( 3.10 ) $ 0.84 $ 1.72

Continuing operations $ 0.03 $ ( 2.91 ) $ 0.37

Discontinued operations ( 1.91 ) ( 0.19 ) 0.47

Basic earnings (loss) per share $ ( 1.88 ) $ ( 3.10 ) $ 0.84

Continuing operations $ 0.03 $ ( 2.91 ) $ 0.37

Discontinued operations ( 1.91 ) ( 0.19 ) 0.47

Diluted earnings (loss) per share $ ( 1.88 ) $ ( 3.10 ) $ 0.84

Shares used to compute earnings (loss) per share:

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Other comprehensive income (loss):

Unrealized foreign currency translation adjustment (net of tax expense of $ 469 in 2023, net of tax expense of $ 290 in 2022 and net of tax benefit of $ 365 in 2021)

Unrealized foreign currency translation adjustment ($ 0 tax in 2024, net of tax expense of $ 469 in 2023 and net of tax expense of $ 290 in 2022)

( 295 ) 3,042 ( 287 )

Derivative financial instruments adjustment (net of tax expense of $ 933 in 2023, net of tax benefit of $ 336 in 2022 and net of tax benefit of $ 351 in 2021)

Reclassification of foreign currency translation loss realized on the sale of Terphane (net of tax expense $ 601 )

Derivative financial instruments adjustment (net of tax expense of $ 85 in 2024, net of tax expense of $ 933 in 2023 and net of tax benefit of $ 336 in 2022)

755 3,281 ( 3,381 )

Reclassification of derivative financial instruments loss realized on the sale of Terphane (net of tax benefit $ 1,209 )

( 1,288 ) — —

Pension & other postretirement benefit adjustments:

Recognition in earnings of actuarial loss for pension settlement (net of tax expense of $ 41,294 )

Net gains (losses) and prior service costs (net of tax expense of $ 422 in 2023, net of tax benefit of $ 1,400 in 2022 and net of tax expense of $ 5,212 in 2021)

Net gains (losses) and prior service costs (net of tax expense of $ 109 in 2024, net of tax expense of $ 422 in 2023 and net of tax benefit of $ 1,400 in 2022)

397 1,513 ( 5,064 )

Amortization of prior service costs and net gains or losses (net of tax expense of $ 1,968 in 2023, net of tax expense of $ 2,965 in 2022 and net of tax expense of $ 3,676 in 2021)

Amortization of prior service costs and net gains or losses (net of tax benefit of $ 31 in 2024, net of tax expense of $ 1,968 in 2023 and net of tax expense of $ 2,965 in 2022)

( 110 ) 7,065 10,641

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Gain on investment in kaléo ( 144 ) ( 262 ) ( 1,406 )

Loss on sale of divested business 74,877 — —

Impairment of Richmond, Virginia Technical Center assets — 3,454 —

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Proceeds from the sale of kaléo 144 262 1,406

Proceeds from the sale of assets and other — 10 4,749

Net proceeds on sale of divested business (net of $ 20 million debt principal assumed by buyer)

Proceeds from the sale of assets 83 — 10

Net cash provided by (used in) investing activities 40,511 ( 26,184 ) ( 35,459 )

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Repurchase of employee common stock for tax withholdings ( 30,751 ) ( 396 ) — — — ( 396 )

Issued upon exercise of stock options 67,705 915 — — — 915

Tredegar common stock purchased by trust for savings restoration plan — — 53 ( 53 ) — —

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Amortization of prior service costs and net gains or losses — — — — 7,065 7,065

Recognition in earnings of net actuarial loss for pension settlement — — — — 50,997 50,997

Cash dividends declared ($ 0.26 per share)

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Foreign currency translation adjustment — — — — ( 295 ) ( 295 )

Foreign currency translation loss realized on the sale of Terphane 88,437 88,437

Derivative financial instruments adjustment — — — — 755 755

Derivative financial instruments loss realized on the sale of Terphane ( 1,288 ) ( 1,288 )

Net gains or (losses) and prior service costs — — — — 397 397

Amortization of prior service costs and net gains or losses — — — — ( 110 ) ( 110 )

Recognition in earnings of net actuarial loss for pension settlement — — — — 50,997 50,997

Cash dividends declared ($ 0.26 per share)

— — ( 8,884 ) — — ( 8,884 )

Stock-based compensation expense 252,634 2,211 — — — 2,211

Repurchase of employee common stock for tax withholdings — ( 227 ) — — — ( 227 )

Tredegar common stock purchased by trust for savings restoration plan — — 45 ( 45 ) — —

Balance at December 31, 2024 34,661,272 $ 63,590 $ 113,412 $ ( 2,233 ) $ 6,199 $ 180,968

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Nature of Operations.

Tredegar Corporation and subsidiaries (collectively “Tredegar,” “the Company,” “we,” “us” or “our”) is an industrial manufacturer with three primary businesses:

Tredegar Corporation and subsidiaries (collectively “Tredegar,” “the Company,” “we,” “us” or “our”) is an industrial manufacturer with two primary businesses:

custom aluminum extrusions for the North American building & construction, automotive and specialty end-use markets;

surface protection films for high-technology applications in the global electronics industry and polyethylene overwrap films used for bathroom tissue and paper towels;

and polyester-based films for use in packaging applications that have specialized properties primarily for the Latin American and the United States (“U.S.”) flexible packaging markets.

The Company’s business segments are Aluminum Extrusions (also referred to as Bonnell Aluminum), PE Films, and Flexible Packaging Films (also referred to as Terphane).

and surface protection films for high-technology applications in the global electronics industry and polyethylene overwrap films used for bathroom tissue and paper towels.

The Company’s business segments are Aluminum Extrusions (also referred to as Bonnell Aluminum) and PE Films.

More information on the Company’s business segments is provided in Note 12.

On September 1, 2023, the Company announced that it had entered into a definitive agreement to sell Terphane to Oben Group (the “Contingent Terphane Sale”).

Completion of the sale is contingent upon the satisfaction of customary closing conditions, including the receipt of certain competition filing approvals by authorities in Brazil and Colombia.

On October 27, 2023, the Company filed the requisite competition forms with the Administrative Council for Economic Defense (“CADE”) in Brazil.

The regulatory review process is ongoing and in line with the Company’s expectations.

CADE’s maximum deadline for completing its review is no later than November 18, 2024.

The merger review regarding the transaction was cleared by the Colombian authority in early February 2024.

On November 1, 2024, the Company completed the sale of its flexible packaging films business (also referred to as “Terphane”) headquartered in Brazil to Oben Group (“Oben”).

Commencing in the fourth quarter of 2024, all historical results for Terphane have been presented as discontinued operations.

For more information on this transaction, see Note 16.

Basis of Presentation and Principles of Consolidation.

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The Company operates on a calendar fiscal year except for the Aluminum Extrusions segment, which operates on a 52/53-week fiscal year basis.

References to Aluminum Extrusions for 2023, 2022 and 2021 relate to the 53-week fiscal years ended December 31, 2023 and 52-week fiscal years ended December 25, 2022 and December 26, 2021, respectively.

References to Aluminum Extrusions for 2024, 2023 and 2022 relate to the 52-week fiscal year ended December 29, 2024, 53-week fiscal year ended December 31, 2023 and 52-week fiscal year ended December 25, 2022, respectively.

The Company does not believe the impact of reporting the results of this segment in this manner is material to the consolidated financial results.

The Company may fund or receive cash from the Aluminum Extrusions segment based on Aluminum Extrusion’s cash flows from operations during the intervening period from Aluminum Extrusion’s fiscal year end to the Company’s calendar year end.

There was no intercompany funding with Aluminum Extrusions between December 25, 2022 and December 31, 2022.

As a result, the Company’s cash and cash equivalents declined by $ 3.6 million as of December 31, 2024 since the Company made payments to the Aluminum Extrusions segment to fund its working capital during the intervening period.

Use of Estimates.

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Dollar is the functional currency.

Transaction and remeasurement gains or losses included in income were gains of $ 0.2 million, losses of $ 0.4 million and losses of $ 0.5 million in 2023, 2022 and 2021, respectively.

These amounts do not include the effects between reporting periods that exchange rate changes have on income of the locations outside the U.S.

that result from translation into U.S.

Transaction and remeasurement gains or losses included in income were losses of $ 0.3 million, $ 0.2 million and $ 0.8 million in 2024, 2023 and 2022, respectively.

Cash, Cash Equivalents and Restricted cash.

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If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test (“Step 1 analysis”).

Domestic producers of aluminum extrusions in the U.S.

continue to experience adverse conditions associated with economic uncertainty, including persistently high interest rates, tight lending standards and inflationary pressures, which negatively impact the non-residential B&C end-use market.

These pandemic-related disruptions, which resulted in long lead times and a decline in industry capacity utilization, caused pricing pressure in the aluminum extrusions end-use markets.

An influx of foreign imports at less-than-fair value pricing has also adversely impacted domestic producers.

During 2024, customers of the Aluminum Extrusions’ Clearfield, Utah operation ("Clearfield") acquired as “Futura” in February 2017 continued to seek supply from other sources to meet their demand, including imports.

However, in 2024, Clearfield continued to experience a resurgence in customer volumes that had declined due to the pandemic, albeit not at the speed and profit level that was previously projected.

The recovery has been slower than previously anticipated, and is not trending back to previous Company expectations to replicate the EBITDA and net cash flow generation that existed prior to the pandemic-related disruptions and influx of imports.

As a consequence, the Company performed a goodwill impairment analysis during the fourth quarter of 2024 using Clearfield projections that assume the continuation of lower margin business.

Since the estimated fair value of Clearfield fell below its carrying value by more than the amount of goodwill, the Company recognized a non-cash write-off of goodwill of $ 13.3 million ($ 10.4 million after deferred income tax benefits) associated with Clearfield.

The Company estimated the fair value of Clearfield by:

(i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), and (ii) adding cash and cash equivalents.

Key financial assumptions utilized to determine the fair value of the reporting unit include sales volume and sales price growth projections.

As of December 31, 2024, the Company’s remaining goodwill of $ 22.4 million was included in the Surface Protection reporting unit.

During 2023, uncertainty about the timing of a recovery in the consumer electronics market persisted, and manufacturers in the supply chain for consumer electronics continued to experience reduced capacity utilization and inventory corrections.

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The Company estimated the fair value of Surface Protection by:

(i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), (ii) applying adjustments for any surplus or deficient working capital, (iii) adding cash and cash equivalents, and (iv) subtracting interest-bearing debt.

The DCF Method was used, incorporating Surface Protection’s latest projections, which reflect updated expected market recovery levels, feasibility of

launching new product applications, competitive pricing and cash flows associated with production efficiencies, as well as consideration of cost savings and inventory corrections.

As of December 1, 2023, the Company’s reporting units with goodwill were Surface Protection in PE Films and Futura in Aluminum Extrusions.

Both of these reporting units have separately identifiable operating net assets (operating assets including goodwill and identifiable intangible assets net of operating liabilities).

The Company's Step 0 analysis of these reporting units concluded that it is more likely than not that the fair value of each reporting unit was greater than its carrying value.

Therefore, the Step 1 quantitative goodwill impairment tests for these reporting units were not necessary.

The Surface Protection and Futura reporting units had goodwill in the amounts of $ 22.4 million and $ 13.3 million, respectively, at December 31, 2023.

(i) computing an estimated EV utilizing the DCF Method, (ii) applying adjustments for any surplus or deficient working capital, (iii) adding cash and cash equivalents, and (iv) subtracting interest-bearing debt.

The DCF Method was used, incorporating Surface Protection’s latest projections, which reflect updated expected market recovery levels, feasibility of launching new product applications, competitive pricing and cash flows associated with production efficiencies, as well as consideration of cost savings and inventory corrections.

For more information on goodwill and identifiable intangibles, see Note 5.

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Assets that are held for sale are reported at the lower of their carrying amount or estimated fair value less cost to sell, with an impairment loss recognized for any write-down required.

As of December 31, 2023 and 2022, no events, other than the Richmond Technical Center assets that went held for sale in the third quarter of 2023, were identified that indicated long-lived assets may be impaired.

In the fourth quarter of 2024, due to the same factors discussed above, the Aluminum Extrusions’ Clearfield reporting unit, which is also an asset group, required the Company to perform a recoverability test of its long-lived identifiable assets using the same projections used in the DCF Method by comparing the undiscounted future cash flows to the net carrying value of the asset group.

As the undiscounted cash flows of the Clearfield asset group was greater than the carrying amount as of December 31, 2024, no long-lived impairment loss was recognized in 2024.

As of December 31, 2024, no other events were identified that indicated long-lived assets may be impaired.

In August 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market.

Research & development activities for PE Films are now being performed at the production facility in Pottsville, PA.

PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays.

All activities ceased at the PE Films technical center in Richmond, VA as of the end of the first quarter of 2024.

During 2023 the Company recognized a non-cash asset impairment of $3.5 million for Richmond Technical Center assets which went held for sale in the third quarter of 2023.

Pension Costs and Postretirement Benefit Costs Other than Pensions.

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The Company offers various discounts, rebates and allowances to customers, (collectively, “allowances”), all of which are considered when determining the transaction price.

Certain allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenues.

Certain allowances are fixed and

determinable at the time of sale and are recorded at the time of sale as a reduction to revenues.

Other allowances can vary depending on future outcomes such as sales returns and customer sales volume, thus representing variable consideration.

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See Note 12 for disaggregation of revenue by segment and type.

See Note 2 for a table showing accounts and other receivables, net of allowance for bad debts.

Revenue expected to be recognized in any future period related to remaining performance obligations, excluding (i) revenue pertaining to contracts that have an original expected duration of one year or less, (ii) contracts where revenue is recognized as invoiced and (iii) variable consideration related to unsatisfied performance obligations, is not expected to materially impact the Company’s financial results.

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R&D costs include a reasonable allocation of indirect costs.

In August 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market.

Future research and development activities for PE Films will be performed at the facility in Pottsville, PA.

PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays.

The Company anticipates all activities to cease at the PE Films technical center in Richmond, VA, by the end of the first quarter of 2024.

The Company recognized total expense incurred through December 31, 2023 associated with exit activities of $ 1.3 million for:

(i) severance and related costs ($ 0.9 million) and (ii) building closure costs ($ 0.4 million).

In addition, the Company recognized a non-cash asset impairment ($ 3.5 million), accelerated depreciation ($ 0.3 million) and a gain on the lease modification ($ 0.1 million).

A reconciliation of the beginning and ending balances of accrued expense associated with exit and disposal activities and charges associated with asset impairments reported as "Asset impairments and costs associated with exit and disposal activities, net of adjustments" in the consolidated statements of income for the year ended December 31, 2023 is shown below.

(In thousands) Severance Asset impairment Other Total

Balance at January 1, 2023 $ — $ — $ — $ —

Richmond Technical Center 895 3,454 628 4,977

Charges 895 3,454 628 4,977

Cash Spend 510 — 312 822

Charges against assets — 3,454 188 3,642

Balance at December 31, 2023 $ 385 $ — $ 128 $ 513

At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease.

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federal income taxes on unremitted earnings of its foreign subsidiaries where Tredegar cannot take steps to eliminate any potential tax on future distributions from its foreign subsidiaries.

Because of the accumulation of significant losses related to foreign currency translations at Terphane Limitada, there were no unrecorded deferred income tax liabilities associated with U.S.

federal income taxes and foreign withholding taxes on Terphane Limitada’s undistributed earnings as of December 31, 2023 and December 31, 2022.

A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized.

The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.

technical merits of the position, if the taxing authority examines the position and the dispute is litigated.

The benefit of an uncertain tax position is included in the accompanying financial statements when the Company determines that it is more likely than not that the position will be sustained, based on the technical merits of the position, if the taxing authority examines the position and the dispute is litigated.

This determination is made on the basis of all the facts, circumstances and information available as of the reporting date.

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Incremental shares attributable to stock options and restricted stock are computed under the treasury stock method using the average market price during the related period.

The Company had a net loss for the year ended December 31, 2023, so there is no dilutive impact for such shares.

If the Company had reported net income for the year ended December 31, 2023, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock would have been 2,925,091 .

The average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock were 2,760,983 and 1,582,222 for the years ended December 31, 2022 and 2021, respectively.

The Company had a net loss from continuing operations for the year ended December 31, 2023, so there is no dilutive impact for such shares.

If the Company had reported net income from continuing operations for the year ended December 31, 2023, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock would have been 2,925,091 .

Stock-Based Employee Compensation Plans.

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Financial Instruments.

Tredegar uses derivative financial instruments for the purpose of hedging aluminum price volatility and currency exchange rate exposures that exist as part of transactions associated with ongoing business operations.

Tredegar uses derivative financial instruments for the purpose of hedging aluminum price volatility.

The Company’s derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the accompanying balance sheet at fair value.

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Other comprehensive income (loss) includes changes in foreign currency translation adjustments;

unrealized gains and losses on derivative financial instruments;

realized and unrealized gains and losses on derivative financial instruments;

prior service costs and net gains or losses from pension and other postretirement benefit plans arising during the period;

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The amounts reclassified out of accumulated other comprehensive income (loss) related to pension and other postretirement benefits are included in the computation of net periodic pension costs, see Note 8 for additional details.

The amounts reclassified out of accumulated other comprehensive income (loss) related to foreign currency translation and derivative financial instruments are included in discontinued operations, see Note 16 for additional details.

Recently Issued Accounting Standards.

New accounting pronouncements adopted in 2024:

In July 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Updated ("ASU") 2023-03 to amend various Securities and Exchange Commission (“SEC”) paragraphs in the Accounting Standards Codification (“ASC”) to primarily reflect the issuance of SEC Staff Accounting Bulletin No.

2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force ("EITF") Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022 EITF Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

These updates were immediately effective and did not have a material impact on the Company's consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 to improve reportable segment disclosure and requirements, primarily through the enhanced disclosures about significant segment expenses.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim period beginning after December 15, 2024, with early adoption permitted.

The amendments in this ASU are to be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this ASU in fourth quarter of 2024.

The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting standards not yet adopted:

In October 2023, the FASB issued ASU 2023-06 to amend various paragraphs in the ASC to primarily reflect the issuance of SEC Staff Bulletin No.

In October 2023, the FASB issued ASU 2023-06 to amend various paragraphs in the Accounting Standards Codification (“ASC”) to primarily reflect the issuance of Securities and Exchange Commission (“SEC”) Staff Bulletin No.

ASU 2023-06 will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets.

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The Company does not expect a material impact from the adoption of this standard on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07 to improve reportable segment disclosure and requirements, primarily through the enhanced disclosures about significant segment expenses.

All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim period beginning after December 15, 2024, with early adoption permitted.

The amendments in this ASU are to be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 to improve the income tax disclosures related to the rate reconciliation and income taxes paid information and to improve the effectiveness of income tax disclosures.

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ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

This ASU is effective for annual periods beginning after December 15, 2024, early adoption is permitted.

This ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03 to improve the disclosures about public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this ASU will require the Company to disclose specified information about certain costs and expenses in the notes to the financial statements.

This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

ACCOUNTS AND OTHER RECEIVABLES

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Write-offs and settlements ( 1,078 ) ( 1,313 ) ( 118 )

Foreign exchange and other 54 ( 28 ) ( 1,290 )

Balance, end of year $ 229 $ 1,162 $ 2,068

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$ 13,271 $ 57,337 $ 70,608

Goodwill impairment — ( 34,891 ) ( 34,891 )

Net carrying value of goodwill at December 31, 2023

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$ — $ 22,446 $ 22,446

(a) The goodwill of Aluminum Extrusions and PE Films is carried by the Futura and Surface Protection reporting units, respectively.

(a) The goodwill of Aluminum Extrusions and PE Films is carried by the Clearfield and Surface Protection reporting units, respectively.

A reconciliation of identifiable intangibles at December 31, 2024 and 2023 is as follows:

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$ 7,326 $ — $ — $ 7,326

Amortization expense over the next five years is expected to be as $ 1.9 million per year.

Amortization expense over the next four years is expected to be $ 1.8 million per year and is expected to end in early 2029.

ACCRUED EXPENSES

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Payrolls, related taxes and medical and other benefits $ 6,812 $ 5,688

Vacation 2,602 3,502

Incentive compensation 6,434 417

Workers’ compensation and disabilities 2,005 2,178

Group annuity contract premium liability 2,000 —

Customer rebates 1,891 1,154

Vacation 1,668 1,370

Environmental liabilities 1,259 1,560

Accrued utilities 1,164 876

Customer rebates 540 565

Accrued interest 231 840

Incentive compensation 612 6,103

Derivative contract liability 483 3,260

Accrued freight 213 189

Derivative contract liability 80 483

Group annuity contract premium liability — 2,000

Other 1,762 2,440

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DEBT AND CREDIT AGREEMENTS

On August 3, 2023, the Company entered into Amendment No.

2 to the Second Amended and Restated Credit Agreement (collectively the “Prior Credit Agreement”), which amended the financial covenants and decreased aggregate borrowings from $ 375 million to $ 200 million.

On December 27, 2023, the Company entered into Amendment No.

3 (the “ABL Facility”) to the Prior Credit Agreement, which provides the Company with $ 180 million senior secured asset-based revolving credit facility that will expire on June 30, 2026.

In December 2023, the Company entered into Amendment No.

3 to the Second Amended and Restated Credit Agreement (“the Credit Agreement”), which, prior to the ABL Adjustment Date (as defined below), provided the Company with a $ 180 million senior secured asset-based revolving credit facility.

In April 2024, the Company entered into Amendment No.

4 to the Credit Agreement (as amended by Amendment No.

3 and Amendment No.

4, the “ABL Facility”) that, among other items:

(i) moved the ABL Adjustment Date (defined below) from March 31, 2025 to September 30, 2025 and (ii) required weekly reporting of the borrowing base financial covenant until the ABL Adjustment Date.

The ABL Facility is secured by substantially all assets of the Company and its domestic subsidiaries, including equity in certain material first-tier foreign subsidiaries.

Availability for borrowings under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including a portion of trade accounts receivable, inventory, cash and cash equivalents, owned real properties, and owned machinery and equipment.

Upon the earlier of March 31, 2025 or the date the Company receives the proceeds from the sale of Terphane (the “ABL Adjustment Date”), the $ 180 million ABL Facility will be reduced to $ 125 million.

As of December 31, 2023, availability under the ABL Facility was $ 22.9 million, after reducing the availability by the aggregate outstanding borrowings of $ 126.3 million, standby letters of credit of $ 13.1 million, and the Minimum Liquidity (as defined in the ABL Facility) financial covenant.

The Company incurred $ 2.6 million of debt issuance costs in conjunction with the ABL Facility, which are being amortized on a straight-line basis over the remaining term of the ABL Facility.

Upon the earlier of September 30, 2025 or the date the Company received the proceeds from the sale of Terphane (the “ABL Adjustment Date”), the $ 180 million ABL Facility was to be reduced to $ 125 million.

On November 1, 2024, with the closing of the sale of Terphane, the ABL Adjustment Date occurred.

The ABL Facility will expire on June 30, 2026.

As of December 31, 2024, funds available to borrow under the ABL Facility was $ 43.8 million, or 35.0 % of the aggregate commitment of $125 million.

Outstanding borrowings accrue interest at the rates elected by the Company depending on the type of loan and denomination of such borrowing.

With respect to revolving loans denominated in U.S.

Dollars, the Company may elect interest rates at:

• Alternate Base Rate (“ABR”) plus 2.50 % before the ABL Adjustment Date and the applicable ABR Spread (as defined in the ABL Facility) after the ABL Adjustment Date are determined in accordance with an excess availability-based pricing grid.

For the ABL Facility, the Company may elect interest rates at:

• Alternate Base Rate (“ABR”) Spread (as defined in the ABL Facility) is determined in accordance with an excess availability-based pricing grid.

ABR is defined, in part, as the greater of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate (defined below) for a one-month period plus 1%;

• The Adjusted Term SOFR Rate plus 3.50 % before the ABL Adjustment Date and the applicable Term Benchmark Spread (as defined in the ABL Facility) are determined in accordance with an excess availability-based pricing grid after the ABL Adjustment Date.

• The Term Benchmark Spread (as defined in the ABL Facility) is determined in accordance with an excess availability-based pricing grid.

Adjusted Term SOFR Rate is defined as the Term SOFR Rate plus 0.10%, subject to an initial Floor (as defined in the ABL Facility) of 0%.

Interest rate indices for select non-U.S.

dollar borrowings, including borrowings denominated in Euro, Pounds Sterling, Swiss Francs and Japanese Yen, remain consistent with the terms of the Prior Credit Agreement.

Based upon the quarterly average of daily availability under the ABL Facility, the interest rate pricing grid applicable after the ABL Adjustment Date will be as follows:

Based upon the quarterly average of daily availability under the ABL Facility, the interest rate pricing grid is as follows:

Pricing under the ABL Facility (Basis Points)

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≤ 33% of $125 million aggregate commitment 275.0 175.0 40.0

* The Commitment Fee before the ABL Adjustment Date and after the ABL Adjustment Date remain the same as reflected in this table.

Under the terms of the ABL Facility, certain domestic bank accounts are subject to blocked account agreements, each of which contains a springing feature whereby the lenders may exercise control over those accounts during a cash dominion period (any such period, a “Cash Dominion Period”).

A Cash Dominion Period was implemented on the date of the closing of the ABL Facility and will remain in effect at all times prior to the ABL Adjustment Date.

After the ABL Adjustment Date, a Cash Dominion Period goes into effect if availability under the ABL Facility falls below 12.5 % or an Event of Default (as defined in the ABL Facility) occurs.

The financial covenant is a minimum fixed charge coverage ratio (as defined in the ABL Facility) of 1.00:1.00 that will be triggered in the event that availability is less than 10 % of the $ 125 million commitment amount and continuing thereafter until availability is greater than 10 % of the $ 125 million commitment amount for 30 consecutive days.

If at any time the availability under the ABL facility is less than 20 % of the maximum aggregate principal amount in effect at such time or an Event of Default occurs, the Company’s current monthly reporting requirements to lenders changes to a weekly cadence until the Event of Default is waived, cured or the availability under the ABL facility is above 20 % of the maximum aggregate principal amount for 30 consecutive days.

A Cash Dominion Period goes into effect if availability under the ABL Facility falls below 12.5 % of the aggregate commitment or an Event of Default (as defined in the ABL Facility) occurs.

The Company would then be subject to the Cash Dominion Period until the Event of Default is waived or ABL Facility availability is above 12.5 % of the $ 125 million aggregate commitment for 30 consecutive days.

Receipts that have not yet been applied to the ABL Facility are classified as restricted cash in the Company’s consolidated balance sheets.

The financial covenants in the ABL Facility, which are reported to lenders on a monthly basis, include:

• Until the ABL Adjustment Date, the Company is required to maintain (i) minimum Credit EBITDA (as defined in the ABL Facility), as of the end of each fiscal month for the 12-month period then ended (presented below) and (ii) a Minimum Liquidity (as defined in the ABL Facility) of $ 10.0 million.

Minimum Credit EBITDA (In thousands)

December 2023 $ 21,070

January 2024 21,110

February 2024 18,750

March 2024 16,640

April 2024 19,780

May 2024 19,660

June 2024 19,450

July 2024 21,860

August 2024 22,830

September 2024 25,370

October 2024 26,070

November 2024 27,640

December 2024 29,640

January 2025 29,740

February 2025 29,850

March 2025 $ 29,980

• Following the ABL Adjustment Date, the foregoing financial covenants will cease to exist and will be replaced with a minimum fixed charge coverage ratio of 1.00:1.00 that will be triggered in the event that availability is less than 10 % of $ 125 million commitment amount and continuing thereafter until availability is greater than 10 % of the $ 125 million commitment amount for 30 consecutive days.

In addition to the financial covenants, the ABL Facility contains restrictive covenants, including covenants that restrict the Company’s ability to pay dividends and repurchase shares of its common stock.

If at any time the availability under the ABL facility is less than 10 % (but on and after the ABL Adjustment Date, 20 %) of the maximum aggregate principal amount in effect at such time or an Event of Default occurs, the Company’s current monthly reporting requirements to lenders changes to a weekly cadence until the Event of Default is waived, cured or the availability under the ABL facility is above 10 % (but on and after the ABL Adjustment Date, 20%) of the maximum aggregate principal amount for 30 consecutive days.

During a Cash Dominion Period, receipts that have not yet been applied to the ABL Facility are classified as restricted cash in the Company’s consolidated balance sheets.

The ABL Facility has customary representations and warranties including, as a condition to each borrowing, that all such representations and warranties are true and correct in all material respects (including a representation that no Material

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In the event that the Company cannot certify that all conditions to the borrowing have been met, the lenders can restrict the Company’s future borrowings under the ABL Facility.

Because a Cash Dominion Period is currently in effect and the Company is required to represent that no Material Adverse Effect has occurred as a condition to borrowing, the outstanding debt under the ABL Facility (all contractual payments due on June 30, 2026) is classified as a current liability in the consolidated balance sheets.

As of November 1, 2024, the Company is no longer in a Cash Dominion Period.

Because a Cash Dominion Period was in effect as of December 31, 2023 and the Company is required to represent that no Material Adverse Effect has occurred as a

condition to borrowing, the outstanding debt under the ABL Facility (all contractual payments due on June 30, 2026) was classified as a current liability in the consolidated balance sheets as of December 31, 2023.

In accordance with the ABL Facility, the lenders have been provided with the Company’s financial statements, covenant compliance certificates and projections to facilitate their ongoing assessment of the Company.

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As of December 31, 2024, the Company was in compliance with all debt covenants.

Terphane Brazil Loan

On October 26, 2023, Flexible Packaging Film's business unit in Brazil (“Terphane Ltda.”), the Company’s wholly owned subsidiary in Brazil, borrowed $ 20 million secured by certain of its assets (“Terphane Brazil Loan”).

Dollar borrowing matures on October 30, 2028, with interest payable quarterly at an annual floating interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 5.99 %.

The SOFR rate was 5.36 % as of December 31, 2023.

Quarterly principal payments of $ 1.7 million begin starting in year 3 of the loan.

There are no prepayment penalties.

The Company expects that the Terphane Brazil Loan will be repaid (and collateral released) upon the closing of the Contingent Terphane Sale.

On October 26, 2023, the Company borrowed $ 20 million from Terphane Brazil (the “Intercompany Loan”) at the same interest rate as the Terphane Brazil Loan, thereby transferring the funds to the U.S.

The Company will repay the Intercompany Loan in conjunction with the closing of the Contingent Terphane Sale.

PE Films Guangzhou Loan

In June 2024, PE Films' business location in Guangzhou, China, Guangzhou Tredegar Film Products Co., Ltd.(“Guangzhou Tredegar”), entered into a 9.5 million Chinese Yuan, which is equivalent to $ 1.3 million as of December 31, 2024, revolving loan with the Industrial and Commercial Bank of China.

The loan matures on July 3, 2025.

The interest rate is the one-year loan prime rate published by the National Interbank Funding Center for the working day immediately preceding the drawdown date, minus 0.45 %.

As of December 31, 2024, the National Interbank Funding Center rate was 3.45 %.

The revolving loan is secured by a mortgage contract listing the Guangzhou Tredegar factory building as collateral.

The mortgage contract has a maximum value of 30 million Chinese Yuan and is effective from June 25, 2024 through May 31, 2027.

This loan was presented as current debt on the consolidated balance sheet for the year ended December 31, 2024.

RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS

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The remeasurement of the pension benefit obligation and plan assets was triggered by $ 64.5 million of lump sum distributions from the pension plan assets which exceeded the pension plan's service and interest cost.

On September 27, 2023, the Company borrowed $ 30 million under the Prior Credit Agreement in anticipation of the final funding expected for terminating its defined benefit pension plan obligation.

On October 31, 2023, the Company used this cash to contribute $ 27.7 million to fully fund the pension plan with the amount necessary to purchase from Massachusetts Mutual Life Insurance Company a nonparticipating single premium group annuity contract for $ 157.5 million.

On November 3, 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company.

In September 2023, the Company borrowed $ 30 million under its prior credit agreement in anticipation of the final funding expected for terminating its defined benefit pension plan obligation.

In October 2023, the Company used this cash to contribute $ 27.7 million to fully fund the pension plan with the amount necessary to purchase from Massachusetts Mutual Life Insurance Company a nonparticipating single premium group annuity contract for $ 157.5 million.

In November 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company.

This completed the pension plan termination process that began in February 2022.

As a result of the routine administrative process to transition the pension plan, the Company recognized a $ 2.0 million charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract.

During the fourth quarter of 2023, the Company recognized a pre-tax pension settlement loss of $ 66.7 million.

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Discount rate 5.49 % 4.89 % 5.07 % 5.63 % 4.98 % 5.17 %

Expected long-term return on plan assets n/a 4.99 % 3.05 % n/a n/a n/a

Expected long-term return on plan assets n/a n/a 4.99 % n/a n/a n/a

Weighted-average assumptions used to determine net periodic benefit cost:

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2.90 % 4.98 % 5.17 % 2.86 %

Expected long-term return on plan assets n/a 3.05 % 5.00 % n/a n/a n/a

Expected long-term return on plan assets n/a n/a 3.05 % n/a n/a n/a

Components of net periodic benefit cost:

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The amounts in accumulated other comprehensive income, before related deferred income taxes, which are expected to be recognized as components of net periodic cost during 2025 are approximately $ 0.3 million of benefit for other post-retirement plans.

There were no plan assets as of December 31, 2023.

The percentage composition of assets held by the pension plan at December 31, 2022 was as follows:

% Composition of Plan Assets

at December 31,

Pension plan:

Fixed income mutual fund 13.9 %

Private equity and hedge funds 4.8

Collective investment trust 69.9

Cash and cash equivalents 11.4

Total 100.0 %

Following the announcement to terminate and settle the pension plan in 2022, the Company contributed $ 50 million to the pension plan and implemented (through consultation with its investment advisors) a liability-matching bond portfolio investment strategy (including a derivative overlay) that hedged the estimated settlement funding gap, which was approximately $ 24 million (before plan administration costs) at that time.

The overall objective of this hedging program was to minimize the volatility of the estimated settlement funding gap such that, as applicable interest rates moved up or down causing a decrease or increase in the estimated value of the settlement liability, the value of the matching bond portfolio and derivative overlay decreased or increased by a similar amount.

Accordingly, the expected long-term rate return of 3.05% used in 2022 and 4.99% used in 2023 contemplated the liability-driven investment strategy.

A lower expected return on plan assets increased the amount of expense and vice versa.

Decreases in the level of actual plan assets would also serve to increase the amount of pension expense.

The total return on plan assets (net of fees and plan expenses), which was primarily affected by the change in fair value of plan assets, current year contributions and current year payments to participants, was approximately negative 15.1 % in 2022 and positive 10.4 % in 2021.

Estimates of the fair value of assets held by the Company’s pension plan were provided by unaffiliated third parties.

Investments in collective investment trusts, private equity, hedge funds and certain international equity securities were measured at net asset value, which was a practical expedient for measuring fair value.

These assets were therefore excluded from the fair value hierarchy for each of the year presented.

At December 31, 2022, the pension plan assets are categorized by level within the fair value measurement hierarchy as follows:

(In thousands) Total Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

Balances at December 31, 2022

Cash and cash equivalents (a)

$ 24,796 $ 24,796 $ — $ —

Fixed income mutual fund 30,284 30,284 — —

Private equity and hedge funds (b)

10,250 — — 10,250

Total plan assets at fair value $ 65,330 $ 55,080 $ — $ 10,250

Investments measured at net asset value:

Collective investment trust (c)

Private equity and hedge funds 141

Total investments measured at net asset value $ 152,530

Securities sold and interest receivable 259

Total plan assets, December 31, 2022 $ 218,119

(a) This category represents investments in cash and cash equivalents, which includes:

1.) cash held in the plan used for investments in U.S.

Treasury futures which were entered into to minimize the volatility of the estimated settlement funding gap;

and 2.) short term money market fund in which the amortized cost approximates fair value.

These investments were highly liquid and therefore were classified as Level 1 securities.

(b) Represents the estimated fair market value of the Company’s ownership in private equity and hedge funds which were probable of being sold for an amount different from the net asset value per share in connection with the expected termination of the pension plan.

(c) The collective investment trust contains liability hedging fixed income investments and were valued at the net asset value of the collective investment trust.

The net asset value was used as a practical expedient to estimate fair value.

The net asset value was based on the fair value of the underlying investments held by the fund less its liabilities.

(d) Represents investments in certain commodity funds measured using quoted market prices.

OTHER INCOME (EXPENSE), NET

Other income (expense), net consists of the following:

(In thousands) 2023 2022 2021

Gain on investment in kaléo (a)

$ 262 $ 1,406 $ 12,780

One-time tax credit in Brazil for unemployment/social security insurance non-income taxes resulting from a favorable decision by Brazil’s Supreme Court regarding the calculation of such tax — — 8,486

COVID-19-related expenses (b)

( 9 ) ( 350 ) ( 624 )

Group annuity contract premium expense (c)

( 2,000 ) — —

Other ( 400 ) ( 47 ) ( 377 )

Total $ ( 2,147 ) $ 1,009 $ 20,265

(a) In January 2023 and May 2022, additional cash consideration of $ 0.3 million and $ 1.4 million, respectively was received related to customary post-closing adjustments.

The gain in 2021 includes a $ 0.3 million dividend received from kaléo in the first quarter of 2021.

(b) Costs associated with operating under COVID-19 conditions include employee overtime expenses associated with absenteeism, personal protective equipment supplies and facility maintenance.

On December 27, 2021, the Company completed the sale of its investment interests in kaleo, Inc.

(“kaléo”) (Series A-3 Preferred Stock, Series B Preferred Stock and common stock) that, taken together, represented on a fully diluted basis an approximate 18% interest in kaléo.

Tredegar received closing cash proceeds of $ 47.1 million.

In May 2021, the Brazil Supreme Court ruled in a leading case related to the amount of Brazilian value-added tax to exclude from the calculation of unemployment/social security insurance non-income taxes (“PIS/COFINS”).

As a result, in the second quarter of 2021, the Company recorded a pre-tax gain of $ 8.5 million for certain excess PIS/COFINS paid from 2003 to 2021, that included applicable interest, which the Company applied to required Brazilian federal tax payments during 2021.

The pre-tax gain was recorded in “Other income (expense), net” in the consolidated statements of income.

Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions and exposure from currency volatility that exist as part of ongoing business operations (primarily in Flexible Packaging Films).

These derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the consolidated balance sheet at fair value.

Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions.

These derivative financial instruments are designated as and qualify as cash flow hedges

and are recognized in the consolidated balance sheet at fair value.

The fair value of derivative instruments recorded on the consolidated balance sheets is based upon Level 2 inputs.

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In the event that a counterparty to an aluminum fixed-price forward sales contract chooses not to take delivery of its aluminum extrusions, the customer is contractually obligated to compensate Aluminum Extrusions for any losses on the related aluminum futures and/or forward contracts through the date of cancellation.

The Company's earnings are exposed to foreign currency exchange risk primarily through the translation of the financial statements of subsidiaries that have a functional currency other than the U.S.

The Company estimates that the net mismatch translation exposure for the Terphane Ltda.

of its sales and raw materials quoted or priced in U.S.

Dollars and its variable conversion, fixed conversion and sales, general and administrative costs (before depreciation and amortization) quoted or priced in Brazilian Real is annual net costs of R$ 139 million Brazilian Real ("R$").

Terphane Ltda.

has the following outstanding foreign exchange average forward rate contracts to purchase Brazilian Real and sell U.S.

USD Notional Amount (000s) Average Forward Rate Contracted on USD/BRL R$ Equivalent Amount (000s) Applicable Month Estimated % of Terphane Ltda.

R$ Operating Cost Exposure Hedged

$ 1,784 5.2993 R$ 9,454 Jan-24 82 %

$ 1,766 5.3188 R$ 9,393 Feb-24 81 %

$ 1,781 5.3346 R$ 9,501 Mar-24 82 %

$ 1,827 5.3373 R$ 9,751 Apr-24 84 %

$ 1,798 5.3588 R$ 9,635 May-24 83 %

$ 1,812 5.3708 R$ 9,732 Jun-24 84 %

$ 1,804 5.3848 R$ 9,714 Jul-24 84 %

$ 1,806 5.4014 R$ 9,755 Aug-24 84 %

$ 1,857 5.4107 R$ 10,048 Sep-24 87 %

$ 1,851 5.4225 R$ 10,037 Oct-24 87 %

$ 1,837 5.4403 R$ 9,994 Nov-24 86 %

$ 1,801 5.4580 R$ 9,830 Dec-24 85 %

$ 21,724 5.3786 R$ 116,844 84 %

These foreign currency exchange contracts have been designated and qualify as cash flow hedges of Terphane Ltda.’s forecasted sales to customers quoted or priced in U.S.

Dollars over that period.

By changing the currency risk associated with these U.S.

Dollar sales, the derivatives have the effect of offsetting operating costs quoted or priced in Brazilian Real and decreasing the net exposure to Brazilian Real in the consolidated statements of income.

The table below summarizes the location and gross amounts of foreign currency forward contract fair values (Level 2) in the consolidated balance sheets as of December 31, 2023 and 2022:

December 31, 2023 December 31, 2022

(In thousands) Balance Sheet

Value Balance Sheet

Derivatives Designated as Hedging Instruments

Asset derivatives:

Foreign currency forward contracts Prepaid expenses and other $ 2,050 Prepaid expenses and other $ 781

Foreign currency forward contracts Other non-current assets 146 Other non-current assets 33

Liability derivatives:

Foreign currency forward contracts Other non-current liabilities — Other non-current liabilities ( 3 )

Net asset (liability) $ 2,196 $ 811

These derivative contracts involve elements of market risk that are not reflected on the consolidated balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts.

1 unchanged sentence

Fixed-price forward sales contracts are only made available to the best and most creditworthy customers.

The counterparties to the Company’s foreign currency cash flow hedge contracts are major financial institutions.

The pre-tax effect on net income (loss) and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for years ended December 31, 2023, 2022, and 2021 is summarized in the tables below:

The pre-tax effect on net income (loss) and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for years ended December 31, 2024, 2023, and 2022 is summarized in the table below:

(In thousands) Cash Flow Derivative Hedges

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Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income to net income (effective portion) $ ( 612 ) $ 4,508 $ 1,022

(In thousands) Cash Flow Derivative Hedges

Foreign Currency Forward Contracts

Years Ended December 31, 2023 2022 2021

Amount of pre-tax gain (loss) recognized in other comprehensive income $ — $ 4,196 $ — $ 3,269 $ — $ ( 2,415 )

Location of gain (loss) reclassified from accumulated other comprehensive income into net income (effective portion) Cost of

goods sold Selling, general & admin Cost of

goods sold Selling, general & admin

Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income to net income (effective portion) $ 61 $ 3,011 $ 61 $ 1,378 $ 63 $ ( 337 )

As of December 31, 2023, the Company expects $ 0.8 million of unrealized after-tax net gains on aluminum and foreign currency derivative contracts reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months.

As of December 31, 2024, the Company expects $ 0.1 million of unrealized after-tax net gains on aluminum derivative contracts reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months.

For the years ended December 31, 2024, 2023 and 2022, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material.

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Stock options may be granted to purchase a specified number of shares of common stock at a price no lower than the fair market value on the date of grant and for a term not to exceed 10 years.

Stock options granted by the Company in 2021 vest after 2 years and have a 7-year life or vest after 3 years and have a 5-year life.

Stock options exercisable totaled 2,327,655 and 3,019,333 shares at December 31, 2024 and 2023, respectively.

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Outstanding at January 1, 2022 3,125,944 $ 10.75 to $ 22.49 $ 13.82

Granted 388,822 16.37 to 16.37 16.37

Forfeited and expired ( 17,203 ) 14.47 to 19.64 15.33

Exercised ( 67,705 ) 10.75 to 17.29 13.51

Outstanding at December 31, 2022

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Outstanding at December 31, 2024 2,327,655 $ 10.75 to $ 16.37 $ 13.49

No options were granted in 2023 nor 2022.

The assumptions used in the Black-Scholes options-pricing model for valuing Tredegar stock options originally granted in 2021, and the related estimated fair values at the date of grant, were as follows:

Dividend yield 2.6 %

Weighted average volatility percentage 48.3 %

Weighted average risk-free interest rate 0.9 %

Holding period (years) 5

Weighted average exercise price at date of grant (also weighted average market price at date of grant) $ 16.37

Estimated weighted average fair value of options per share at date of grant

Total estimated fair value of stock options granted (in thousands) $ 2,165

The dividend yield is the actual dividend yield on Tredegar’s common stock at the date of grant, which the Company believes is a reasonable estimate of the expected yield during the holding period.

The expected volatility is based on the historical volatility of Tredegar’s common stock using a sequential period of historical data equal to the expected holding period of the option.

The Company has no reason to believe that future volatility for this period is likely to differ from the past.

The assumed risk-free interest rate is based on observed interest rates for U.S.

Treasury debt securities appropriate for the expected holding period.

No options were granted in 2024, 2023 or 2022.

The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2024:

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$ 10.75 to $ 16.37 2,327,655 1.3 years $ 13.49 $ — 2,327,655 $ 13.49 $ —

17.29 to 25.94 79,824 0.2 years 19.90 — 79,824 19.90 —

Total 3,019,333 1.9 years $ 13.64 $ — 3,019,333 $ 13.64 $ —

The total intrinsic value of stock options exercised was $ 0.2 million in 2021.

There were no stock options exercised in 2023 and 2022.

The grant-date fair value of stock option-based awards vested in 2023, 2022 and 2021 was $ 2.2 million, $ 5.4 million, and $ 3.5 million, respectively.

There were no stock options exercised in 2024, 2023 or 2022.

The grant-date fair value of stock option-based awards vested in 2023 and 2022 was $ 2.2 million and $ 5.4 million, respectively.

As of December 31, 2024, there was no unrecognized compensation cost related to stock option-based awards.

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Stock unit awards vest upon the achievement of certain performance targets.

The following table summarizes additional information about unvested restricted stock outstanding at December 31, 2023, 2022 and 2021:

Unvested Restricted Stock Maximum Unvested Restricted Stock Units Issuable Upon Satisfaction of Certain Performance Criteria

The following table summarizes additional information about unvested restricted stock awards and performance stock units awards outstanding at December 31, 2024, 2023 and 2022:

Unvested Restricted Stock Awards Maximum Unvested Restricted Stock Units Issuable Upon Satisfaction of Certain Performance Criteria

of Shares Weighted Avg.

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This cost is expected to be recognized over the remaining weighted average period of 1.8 years.

SARs granted by the Company in 2021 vest after 2 years and have a 7-year life.

There were no SARs granted in 2024, 2023 or 2022.

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Outstanding at January 1, 2022 521,601 $ 10.75 to $ 16.37 $ 13.55

Granted 164,464 16.37 to 16.37 16.37

Forfeited and expired ( 22,914 ) 10.75 to 16.37 14.83

Exercised ( 9,260 ) 10.75 to 15.25 13.87

Outstanding at December 31, 2022 498,687 10.75 to 16.37 13.49

3 unchanged sentences

Outstanding at December 31, 2024 334,446 $ 10.75 to $ 16.37 $ 13.48

The grant-date fair value of SARs awards vested in 2022 and 2021 was $ 0.5 million and $ 0.1 million, respectively.

The grant-date fair value of SARs awards vested in 2023 was immaterial.

The grant-date fair value of SARs awards vested in 2022 was $ 0.5 million.

The grant-date fair value of SARs awards vested in 2024 and 2023 was immaterial.

As of December 31, 2024, there was no unrecognized compensation cost related to SARs .

Income (loss) before income taxes and income tax expense (benefit) are as follows:

Income (loss) from continuing operations before income taxes and income tax expense (benefit) from continuing operations are as follows:

(In thousands) 2024 2023 2022

Income (loss) before income taxes:

Income (loss) from continuing operations before income taxes:

Domestic $ ( 523 ) $ ( 151,488 ) $ 8,250

11 unchanged sentences

Total ( 886 ) ( 11,573 ) ( 3,723 )

Total income tax expense (benefit) $ ( 54,125 ) $ 4,389 $ 9,284

Total income tax expense (benefit) for continuing operations $ ( 165 ) $ ( 51,300 ) $ ( 3,021 )

The significant differences between the U.S.

federal statutory rate and the effective income tax rate are as follows:

federal statutory rate and the effective income tax rate related to continuing operations are as follows:

2024 2023 2022

1 unchanged sentence

Income tax expense (benefit) at federal statutory rate $ 185 21.0 $ ( 31,598 ) 21.0 $ 1,992 21.0

Stranded taxes released with termination of pension ( 21,912 ) 13.7 — — — —

Stock-based compensation 409 46.5 136 ( 0.1 ) ( 103 ) ( 1.1 )

Changes in estimates related to prior year tax provision 326 37.0 559 ( 0.4 ) ( 812 ) ( 8.5 )

Brazilian tax incentive ( 876 ) 0.5 ( 3,873 ) ( 11.8 ) ( 7,019 ) ( 10.4 )

Research and development tax credit ( 766 ) 0.5 ( 1,489 ) ( 4.5 ) ( 928 ) ( 1.4 )

Tax on Prodepe tax incentive ( 488 ) 0.3 ( 1,024 ) ( 3.1 ) 2,858 4.3

Non-deductible other 282 32.0 144 ( 0.1 ) 608 6.4

Foreign rate differences 57 6.5 39 — 51 0.5

State taxes, net of federal income tax benefit 28 3.2 168 ( 0.1 ) 38 0.4

Foreign currency translation variation on intercompany loans — — — — 1,374 2.0

Dividend received deduction net of foreign withholding tax — — — — ( 109 ) ( 0.2 )

tax on foreign branch income — — 1,693 ( 1.1 ) ( 3,341 ) ( 35.1 )

Stranded taxes released with termination of pension — — ( 21,913 ) 14.6 — —

Foreign derived intangible income deduction — — — — ( 259 ) ( 2.7 )

1 unchanged sentence

Changes in federal valuation allowance ( 654 ) ( 74.3 ) 237 ( 0.2 ) — —

Non-deductible other 594 ( 0.4 ) 381 1.2 1,053 1.6

Foreign rate differences 1,746 ( 1.1 ) 2,924 8.9 8,269 12.3

tax on foreign branch income 2,720 ( 1.7 ) 1,390 4.1 ( 5,667 ) ( 8.4 )

Research and development tax credit ( 797 ) ( 90.6 ) ( 766 ) 0.5 ( 1,489 ) ( 15.6 )

Income tax expense (benefit) at effective income tax rate $ ( 165 ) ( 18.8 ) $ ( 51,300 ) 34.1 $ ( 3,021 ) ( 31.6 )

1 unchanged sentence

The effective tax rates for the years ended December 31, 2024 and 2023 were ( 18.8 )% and 34.1 %, respectively.

The change in effective tax rate is primarily attributed to tax benefits previously recorded in other comprehensive income (loss) that were released as a result of the pension plan termination, partially offset by a reduction in Brazilian tax incentives as a percentage of income.

The change in effective tax rate is primarily due to pre-tax income from continuing operations in 2024 versus a pre-tax loss from continuing operations in 2023.

The tax rate in 2023 was significantly impacted by tax benefits previously recorded in other comprehensive income (loss) that were released in 2023 as a result of the pension plan termination.

The stranded taxes released with the termination of the pension plan represent the effect of the change in federal and state tax rates on pension-related deferred tax items initially recorded in other comprehensive income.

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deferred tax liability previously established related to anticipated future income from Brazil.

The IRS released guidance in 2023 that provides temporary relief for tax years after 2021 from the regulations published by the U.S.

Treasury and Internal Revenue Service on January 4, 2022.

The IRS released guidance in 2023 that provides temporary relief for tax years after 2021 from the regulations published by the IRS on January 4, 2022.

As a result of the IRS guidance released in 2023, the reduction in the first quarter of 2022 of the U.S.

deferred tax liability previously established related to anticipated future income from Brazil was reversed in 2023.

The effective tax rate in 2021 was impacted by the strong earnings of Terphane Ltda, which are included in Tredegar’s U.S.

consolidated tax return and, the tax impact of the local statutory tax rates of Tredegar’s foreign subsidiaries being higher than the current U.S.

tax rate of 21%, the benefit of tax incentives in Brazil and the release of the valuation allowance for capital loss carryforwards.

Tredegar accrues U.S.

federal income taxes on unremitted earnings of all foreign subsidiaries where required.

Tredegar will only record U.S.

federal income taxes on unremitted earnings of its foreign subsidiaries where Tredegar cannot take steps to eliminate any potential tax on future distributions from its foreign subsidiaries.

Because of the accumulation of significant losses related to foreign currency translations at Terphane Ltda., there were no deferred income tax liabilities associated with the U.S.

federal income taxes and foreign withholding taxes on Terphane Ltda.’s undistributed earnings as of December 31, 2023 and 2022.

The Brazilian federal statutory income tax rate is a composite of 34.0 % ( 25.0 % of income tax and 9.0 % of social contribution on income).

Terphane’s manufacturing facility in Brazil is the beneficiary of certain income tax incentives that allow for a reduction in the statutory Brazilian federal income tax rate levied on the operating profit of its products.

These incentives produce a current tax rate of 15.25 % for Terphane ( 6.25 % of income tax and 9.0 % social contribution on income).

The incentives were originally granted for a 10-year period commencing January 1, 2015 and expiring at the end of 2024.

Terphane Brazil has been granted an additional three years of tax incentives through the end of 2027.

The benefit from the tax incentives was $ 0.9 million, $ 3.9 million and $ 7.0 million in 2023, 2022 and 2021, respectively.

Deferred income tax assets and deferred income tax liabilities at December 31, 2023 and 2022, are as follows:

Deferred income tax assets and deferred income tax liabilities for continuing operations at December 31, 2024 and 2023, are as follows:

(In thousands) 2024 2023

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Net deferred income tax assets (liabilities) $ 32,448 $ 23,155

Except as noted below, the Company believes that it is more likely than not that future taxable income will exceed future tax-deductible amounts thereby resulting in the realization of deferred income tax assets the Company had U.S.

The Company had U.S.

federal and state tax credits of $ 25.2 million, net operating loss carryforwards of $ 13.5 million and a deferred interest limitation of $0.5 million at December 31, 2024.

The Company had U.S.

federal and state tax credits of $ 15.3 million and net operating loss carryforwards of $ 9.6 million at December 31, 2022.

federal net operating loss and deferred interest limitation can be carried forward indefinitely.

federal and state tax credits of $ 16.7 million and net operating loss carryforwards of $ 16.5 million and a deferred interest limitation of $ 2.6 million at December 31, 2023.

deferred interest limitation can be carried forward indefinitely.

federal foreign tax credits will expire between 2026-2034 and the U.S.

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federal and state tax credits and net operating loss carryforwards generated by domestic subsidiaries that may not be recoverable in the carryforward period.

The valuation allowance for unrealized capital losses from investments and other related items was $ 0.7 million at December 31, 2022 and 2021.

The amount of the deferred income tax asset considered realizable, however, could be adjusted in the near term if estimates of the fair value of certain investments during the carry-forward period change.

The Company had a valuation allowance of $ 0.8 million against U.S.

federal tax credits at December 31, 2023.

The valuation allowance for unrealized capital losses from investments and other related items was $ 0.2 million at December 31, 2024 and $ 0.7 million at December 31, 2022.

As circumstances and events warrant, allowances will be reversed when it is more likely than not that future taxable income will exceed deductible amounts, thereby resulting in the realization of deferred income tax assets.

Valuation allowances of $ 2.2 million, $ 2.8 million and $ 2.5 million at December 31, 2023, 2022 and 2021, respectively, were recorded against certain deferred state tax assets.

Valuation allowances of

$ 1.1 million, $ 2.2 million and $ 2.8 million at December 31, 2024, 2023 and 2022, respectively, were recorded against certain deferred state tax assets.

A reconciliation of the Company’s unrecognized uncertain tax positions since January 1, 2022, is shown below:

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Balance at end of period $ 840 $ 659 $ 628

Additional information related to unrecognized uncertain tax positions since January 1, 2021 is summarized below:

Years Ended December 31,

(In thousands) 2023 2022 2021

Gross unrecognized tax benefits on uncertain tax positions (reflected in

current income tax, other noncurrent liability accounts, or deferred tax assets in the balance sheet)

$ 659 $ 628 $ 648

Deferred income tax assets related to unrecognized tax benefits on uncertain tax positions (reflected in deferred income tax accounts in the balance sheet) 98 143 48

Net unrecognized tax benefits on uncertain tax positions, which would impact the effective tax rate if recognized 757 771 696

Interest and penalties accrued on deductions taken relating to uncertain tax positions (approximately $ 20 , $ 16 and $ 26 reflected in income tax expense in the income statement in 2023, 2022 and 2021, respectively, with the balance shown in current income tax and other noncurrent liability accounts in the balance sheet)

Related deferred income tax assets recognized on interest and penalties ( 39 ) ( 34 ) ( 31 )

Interest and penalties accrued on uncertain tax positions net of related deferred income tax benefits, which would impact the effective tax rate if recognized 130 115 102

Total net unrecognized tax benefits on uncertain tax positions reflected in the balance sheet, which would impact the effective tax rate if recognized $ 887 $ 886 $ 798

The Company records interest expense related to uncertain tax positions in income tax expense on the Consolidated Statements of Income (Loss) with the balance of accrued interest in other noncurrent liabilities on the Consolidated Balance Sheet.

The Company accrued immaterial interest expense related to uncertain tax positions during 2024, 2023 and 2022, respectively.

Tredegar, or one of its subsidiaries, files income tax returns in the U.S.

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BUSINESS SEGMENTS

The Company's business segments are Aluminum Extrusions, PE Films and Flexible Packaging Films.

The Company's business segments are Aluminum Extrusions and PE Films.

Aluminum Extrusions, also referred to as Bonnell Aluminum, produces high-quality, soft and medium strength alloyed aluminum extrusions, custom fabricated and finished, for the building and construction, automotive and transportation, consumer durables goods, machinery and equipment, electrical and renewable energy, and distribution markets.

PE Films produces surface protection films, polyethylene overwrap films and films for other markets.

Flexible Packaging Films produces polyester based films for use in packaging applications that have specialized properties, such as heat resistance, strength, barrier protection and the ability to accept high-quality print graphics.

The Company’s reportable segments are based on its method of internal reporting, which is generally segregated by differences in products.

1 unchanged sentence

EBITDA from ongoing operations is the key profitability measure used by the CODM (Tredegar’s President and Chief Executive Officer) for purposes of assessing financial performance.

EBITDA from ongoing operations used by the CODM excludes certain non-recurring items, such as restructuring costs, asset impairments and other items, which are reported separately.

The CODM uses EBITDA from ongoing operations to evaluate the operating performance of Tredegar’s ongoing operations, monitor budget versus actual results, establish management’s compensation and allocate resources.

EBITDA from ongoing operations is the primary measure of segment performance and is consistent with how the business is managed internally, in addition to being a key financial and analytic metric for borrowing capacity and estimated enterprise value.

The Company uses sales less freight (“net sales”) as its measure of revenues from external customers at the segment level.

This measure is separately included in the financial information regularly provided to the CODM.

Earnings before interest and taxes ("EBIT") from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company below.

Information by business segment and geographic area for the last three years is provided in the segment tables below.

There were no accounting transactions between segments and no allocations to segments.

(In thousands) 2023 2022 2021

Aluminum Extrusions $ 474,803 $ 637,872 $ 539,325

PE Films 76,763 97,571 118,920

Flexible Packaging Films 126,326 168,139 139,978

Total net sales 677,892 903,582 798,223

There were no accounting transactions between segments.

Segment Revenue, Segment Profit (Loss), and Significant Expenses

(In thousands) Aluminum Extrusions PE Films Total

Net Sales $ 471,815 $ 105,199 $ 577,014

Reconciliation of revenue:

Add back freight 21,011

Sales as shown in consolidated statements of income (loss) $ 704,825 $ 938,564 $ 826,455

Refer to Notes to Financial Tables that follow these tables.

Sales as shown in the consolidated statements of income (loss) $ 598,025

Variable costs 354,397 50,289 404,686

LIFO inventory adjustment 1,234 ( 174 ) 1,060

Manufacturing fixed costs (e) 40,123 13,248 53,371

Selling, general and administrative costs (e) 33,638 11,245 44,883

Other (f) 1,066 105 1,171

EBITDA from ongoing operations $ 41,357 $ 30,486 $ 71,843

(In thousands) 2023 2022 2021

Aluminum Extrusions:

Ongoing operations:

EBITDA $ 37,976 $ 66,800 $ 55,948

Depreciation & amortization ( 17,927 ) ( 17,414 ) ( 16,272 )

EBIT 20,049 49,386 39,676

Plant shutdowns, asset impairments, restructurings and other (a) ( 3,557 ) ( 310 ) 3,237

Ongoing operations:

EBITDA 11,217 11,949 27,694

Depreciation & amortization ( 6,522 ) ( 6,280 ) ( 6,263 )

EBIT 4,695 5,669 21,431

Reconciliation of profit (loss):

Depreciation and amortization 22,922

Plant shutdowns, asset impairments, restructurings and other (a) 5,766

Goodwill impairment 13,271

Flexible Packaging Films:

Ongoing operations:

EBITDA 4,383 27,452 31,684

Depreciation & amortization ( 2,865 ) ( 2,444 ) ( 1,988 )

EBIT 1,518 25,008 29,696

Interest income 36

Interest expense 4,664

Gain on investment in kaleo, inc.

Corporate expenses, net (d) 24,520

Income (loss) from continuing operations before income tax 880

Income tax expense (benefit) ( 165 )

Net income (loss) from continuing operations 1,045

Income (loss) from discontinued operations, net of tax ( 65,610 )

Net income (loss) $ ( 64,565 )

Refer to Notes to Financial Tables that follow these tables.

Segment Revenue, Segment Profit (Loss), and Significant Expenses

(In thousands) Aluminum Extrusions PE Films Total

Net Sales $ 474,803 $ 76,763 $ 551,566

Reconciliation of revenue:

Add back freight 21,757

Sales as shown in the consolidated statements of income (loss) $ 573,323

Variable costs 365,320 40,824 406,144

LIFO inventory adjustment ( 944 ) ( 1,333 ) ( 2,277 )

Manufacturing fixed costs (e) 41,028 13,793 54,821

Selling, general and administrative costs (e) 29,725 12,106 41,831

Other (f) 1,698 156 1,854

EBITDA from ongoing operations $ 37,976 $ 11,217 $ 49,193

Reconciliation of profit (loss):

Depreciation and amortization 24,449

Plant shutdowns, asset impairments, restructurings and other (a) 8,529

Total ( 17,271 ) 79,016 102,108

Goodwill impairment 34,891

Interest income 514

Interest expense 6,316

Gain on investment in kaléo (a) 262 1,406 12,780

Gain on investment in kaleo, inc.

Stock option-based compensation expense 231

Pension settlement loss 92,291

Corporate expenses, net (a) 39,414 41,221 41,970

Income (loss) before income taxes ( 160,030 ) 32,844 67,110

Income tax expense (benefit) (a) ( 54,125 ) 4,389 9,284

Corporate expenses, net (d) 33,727

Income (loss) from continuing operations before income tax ( 150,465 )

Income tax expense (benefit) ( 51,300 )

Net income (loss) from continuing operations ( 99,165 )

Income (loss) from discontinued operations, net of tax ( 6,740 )

Net income (loss) $ ( 105,905 )

Refer to Notes to Financial Tables that follow these tables.

Segment Revenue, Segment Profit (Loss), and Significant Expenses

(In thousands) Aluminum Extrusions PE Films Total

Net Sales $ 637,872 $ 97,571 $ 735,443

Reconciliation of revenue:

Add back freight 26,542

Sales as shown in the consolidated statements of income (loss) $ 761,985

Variable costs 503,374 56,085 559,459

LIFO inventory adjustment ( 5,402 ) 521 ( 4,881 )

Manufacturing fixed costs (e) 43,073 15,216 58,289

Selling, general and administrative costs (e) 31,641 14,116 45,757

Other (f) ( 1,614 ) ( 316 ) ( 1,930 )

EBITDA from ongoing operations $ 66,800 $ 11,949 $ 78,749

Reconciliation of profit (loss):

Depreciation and amortization 23,694

Plant shutdowns, asset impairments, restructurings and other (a) 956

Interest income 16

Interest expense 4,141

Gain on investment in kaleo, inc.

Stock option-based compensation expense 1,414

Corporate expenses, net (d) 40,402

Income (loss) from continuing operations before income tax 9,564

Income tax expense (benefit) ( 3,021 )

Net income (loss) from continuing operations 12,585

Income (loss) from discontinued operations, net of tax 15,870

Net income (loss) $ 28,455

Refer to Notes to Financial Tables that follow these tables.

Identifiable Assets

2 unchanged sentences

PE Films 55,081 56,536

Flexible Packaging Films 84,062 103,448

Subtotal 302,286 312,292

1 unchanged sentence

Cash, cash equivalents and restricted cash (b) 7,062 13,051

Discontinued operations 126 84,466

Total $ 356,357 $ 446,461

3 unchanged sentences

PE Films 5,200 6,522 6,280 1,761 1,772 3,289

Flexible Packaging Films 2,865 2,444 1,988 4,323 8,151 5,603

Subtotal 22,922 24,449 23,694 11,858 22,111 26,953

General corporate (d) 302 369 264 — 12 1,771

Discontinued operations 2,313 2,865 2,444 2,489 4,323 8,151

Total $ 25,537 $ 27,683 $ 26,402 $ 14,347 $ 26,446 $ 36,875

8 unchanged sentences

Operations outside the United States:

Brazil 89,077 117,896 96,792

Asia 841 552 626

6 unchanged sentences

Operations outside the United States:

Brazil 65,495 72,725 28,121 25,385

China 7,983 10,255 7,217 9,361

1 unchanged sentence

Cash, cash equivalents and restricted cash (b) 7,062 13,051 n/a n/a

Discontinued operations 126 84,466 — 32,298

Total $ 356,357 $ 446,461 $ 137,032 $ 183,455

17 unchanged sentences

Subtotal 105,199 76,763 97,571

Flexible Packaging Films 126,326 168,139 139,978

Total $ 577,014 $ 551,566 $ 735,443

(a) See Notes 1, 5, 9 and 12 for more information on losses associated with plant shutdowns, asset impairments and restructurings, unusual items, gains or losses from sale of assets, gains or losses on an investment accounted for under the fair value method and other items.

(a) See Note 1 for more information on losses associated with plant shutdowns, asset impairments and restructurings and other items.

(b) Cash, cash equivalents and restricted cash includes funds held in locations outside the U.S.

of $ 1.6 million and $ 0.8 million at December 31, 2024 and 2023, respectively.

Operations in Brazil relate to Flexible Packaging Films.

(d) Corporate depreciation and amortization are included in corporate expenses, net, on the EBITDA from ongoing operations table above.

(d) Corporate depreciation and amortization are included in corporate expenses, net, on the Segment Revenue, Segment Profit (Loss), and Significant Expenses tables above.

(e) Excludes related depreciation and amortization.

(f) Other expenses include segment allocated employee compensation benefits expense.

Tredegar has a savings plan that allows eligible employees to voluntarily contribute a percentage of their compensation, up to IRS limitations.

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SUPPLY CHAIN FINANCING

The Company has supply chain finance service agreements with third-party financial institutions to provide platforms that facilitate the ability of participating suppliers to finance payment obligations from the Company with the third-party financial institution.

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under the supply chain finance agreements.

As of December 31, 2023 and 2022, $ 15.8 million and $ 25.9 million, respectively, of the Company’s accounts payable were financed by participating suppliers through third-party financial institutions.

The Company had supply chain finance service agreements with third-party financial institutions to provide platforms that facilitate the ability of participating suppliers to finance payment obligations from the Company with third-party financial institutions.

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, were not affected by suppliers’ decisions to finance amounts under the supply chain finance agreements.

As of December 31, 2024, the Company is no longer participating in supply chain finance service agreements through third-party financial institutions.

As of December 31, 2023, $ 1.0 million of the Company’s accounts payable were financed by participating suppliers through third-party financial institutions.

A reconciliation of the beginning and ending balances of the supply chain financing for the year ended December 31, 2024 is as follows:

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Less payments made ( 1,006 ) ( 41,580 )

Foreign exchange 588

Balance, end of year $ — $ 1,006

2 unchanged sentences

Where the Company has determined the nature and scope of any required environmental remediation activity, estimates of cleanup costs have been obtained and accrued.

As efforts to maintain compliance with applicable environmental laws and regulations, additional contingencies may be identified continue.

As efforts to maintain compliance with applicable environmental laws and regulations continue, additional contingencies may be identified.

If additional contingencies are identified in the future, the Company’s practice is to determine at that time the nature and scope of those contingencies, obtain and accrue estimates of the cost of remediation, and perform remediation.

8 unchanged sentences

The Company discloses contingent liabilities if the probability of loss is reasonably possible and considered to be material.

Flexible Packaging Films

On September 1, 2023, the Company entered into an agreement to sell Terphane, headquartered in Brazil, to Oben for net cash-free and debt-free base consideration of $ 116 million.

On November 1, 2024, Tredegar completed the sale of Terphane to Oben.

At closing, Tredegar received $ 60 million in cash, which is net of Terphane debt assumed by Oben of $ 20 million and estimated Terphane cash retained by Oben of $ 2 million.

The cash proceeds received by Tredegar at closing are after deducting net working capital adjustments and closing indebtedness ($ 20.5 million), escrow funds ($ 19.8 million), projected Brazil withholding taxes ($ 10.8 million), and transaction expenses ($ 4.4 million).

On February 28, 2025, the Company received $ 9.8 million from post-closing settlement of the transaction, which was $ 2.8 million higher than expected mainly due to higher cash held at Terphane in Brazil than estimated at closing.

The proceeds from the sale of Terphane were required to be used to pay down debt outstanding under the ABL Facility.

Upon completion of the sale, the Company recognized a pre-tax loss of $ 74.9 million for the year ended December 31, 2024, which includes the realization of other comprehensive losses on foreign currency translation adjustments, net of gains on derivative financial instruments of $ 102.3 million previously reflected in accumulated other comprehensive income (loss).

The following table summarizes the financial results of discontinued operations reflected in the Consolidated Statements of Income (Loss) for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

(In thousands) 2024 2023 2022

Revenue and other items

Sales $ 118,382 $ 131,502 $ 176,579

Other income (expense), net 8 2 ( 51 )

118,390 131,504 176,528

Costs and expenses

Cost of goods sold 97,919 118,669 133,493

Freight 5,598 5,177 8,440

Selling, general and administrative 7,608 10,819 9,179

Research and development 655 867 891

Amortization of intangibles 78 139 396

Interest expense (a) 7,532 5,291 849

Asset impairments and costs associated with exit and disposal activities, net of adjustments — 107 —

Loss on sale of business 74,877 — —

Total 194,267 141,069 153,248

Income (loss) from discontinued operations before income tax ( 75,877 ) ( 9,565 ) 23,280

Income tax expense (benefit) ( 10,267 ) ( 2,825 ) 7,410

Income (loss) from discontinued operations, net of tax $ ( 65,610 ) $ ( 6,740 ) $ 15,870

(a) For the years ended December 31, 2024 and 2023, interest expense includes $ 1.9 million and $ 0.4 million, respectively, directly related to the $ 20 million of outstanding Terphane debt assumed by Oben.

Interest expense allocated to discontinued operations was determined by applying the ABL Facility weighted-average interest rate to the Terphane sale proceeds, as the sale proceeds were required to be used to pay down debt outstanding under the ABL Facility.

The assets and liabilities of the discontinued operations reflected in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively were as follows:

(In thousands) 2024 2023

Restricted cash $ — $ 404

Accounts and other receivables, net — 12,323

Inventories — 32,382

Prepaid expenses and other — 3,249

Total current assets — 48,358

Property, plant and equipment, net — 32,298

Right-of-use leased assets — 748

Identifiable intangible assets, net — 746

Deferred income taxes (a) 126 1,880

Other assets — 436

Total non-current assets 126 36,108

Total assets of discontinued operations $ 126 $ 84,466

Accounts payable (a) $ 161 $ 25,695

Accrued expenses (a) 580 5,836

Lease liability, short-term — 204

Income taxes payable — 1,027

Total current liabilities 741 32,762

Lease liability long-term — 546

Long term debt — 20,000

Other non-current liabilities — 257

Total non-current liabilities — 20,803

Total liabilities of discontinued operations $ 741 $ 53,565

(a) The consolidated balance sheet of discontinued operations as of December 31, 2024 includes $ 0.1 million of deferred tax assets, $ 0.6 million of severance and $ 0.2 million of miscellaneous accrued expenses.

The following table provides significant operating, investing and financing cash flow information for discontinued operations:

Year Ended December 31,

(In thousands) 2024 2023 2022

Operating activities:

Depreciation and amortization $ 2,313 $ 2,865 $ 2,444

Loss on the sale of divested business 74,877 — —

Total $ 77,190 $ 2,865 $ 2,444

Investing activities:

Net proceeds on sale of divested business $ 54,631 $ — $ —

Capital expenditures ( 2,489 ) ( 4,323 ) ( 8,151 )

Total $ 52,142 $ ( 4,323 ) $ ( 8,151 )

Financing activities

Borrowings $ — $ 20,000 $ —

Debt principal payments — — —

Total $ — $ 20,000 $ —

SELECTED QUARTERLY FINANCIAL DATA

Tredegar Corporation and Subsidiaries

(In thousands, except per-share amounts)

First Quarter Second Quarter Third Quarter Fourth Quarter

For the year ended December 31, 2024

Sales $ 143,972 $ 153,940 $ 146,064 $ 154,049

Gross profit 23,851 29,598 18,125 24,483

Income (loss) from continuing operations, net of tax 2,604 9,170 ( 3,389 ) ( 7,339 )

Income (loss) from discontinued operations, net of tax 684 ( 378 ) ( 557 ) ( 65,359 )

Net income (loss) $ 3,288 $ 8,792 $ ( 3,946 ) $ ( 72,698 )

Earnings (loss) per share:

Continuing operations $ 0.08 $ 0.27 $ ( 0.10 ) $ ( 0.21 )

Discontinued operations 0.02 ( 0.01 ) ( 0.01 ) ( 1.91 )

Basic $ 0.10 $ 0.26 $ ( 0.11 ) $ ( 2.12 )

Continuing operations $ 0.08 $ 0.27 $ ( 0.10 ) $ ( 0.21 )

Discontinued operations 0.02 ( 0.01 ) ( 0.01 ) ( 1.91 )

Diluted $ 0.10 $ 0.26 $ ( 0.11 ) $ ( 2.12 )

For the year ended December 31, 2023

Sales $ 159,237 $ 143,350 $ 134,569 $ 136,167

Gross profit 22,655 15,987 14,090 18,394

Income (loss) from continuing operations, net of tax ( 17 ) ( 15,918 ) ( 49,172 ) ( 34,057 )

Income (loss) from discontinued operations, net of tax ( 992 ) ( 3,004 ) ( 1,208 ) ( 1,534 )

Net income (loss) $ ( 1,009 ) $ ( 18,922 ) $ ( 50,380 ) $ ( 35,591 )

Earnings (loss) per share:

Continuing operations $ — $ ( 0.47 ) $ ( 1.43 ) $ ( 1.00 )

Discontinued operations ( 0.03 ) ( 0.09 ) ( 0.04 ) ( 0.04 )

Basic $ ( 0.03 ) $ ( 0.56 ) $ ( 1.47 ) $ ( 1.04 )

Continuing operations $ — $ ( 0.47 ) $ ( 1.43 ) $ ( 1.00 )

Discontinued operations ( 0.03 ) ( 0.09 ) ( 0.04 ) ( 0.04 )

Diluted $ ( 0.03 ) $ ( 0.56 ) $ ( 1.47 ) $ ( 1.04 )

Due to rounding, the sum of quarterly amounts presented in the table above may not add up precisely to the corresponding full year amounts.

FORM 10-K SUMMARY

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1-10258), filed on September 5, 2023, and incorporated herein by reference)

2.2 First Amendment to Purchase and Sale Agreement, dated October 31, 2024, by and among Oben US, LLC (f/k/a Packfilm US, LLC), Film Trading Importaçãcao e Representaçãcao Ltda., Terphane LLC, Terphane Limitada, Tredegar Film Products (Latin America), Inc., Terphane Acquisition Corp.

II, TAC Holdings, LLC, Tredegar Investments LLC, Oben Holding Group S.A.C.

and Tredegar Corporation (filed as Exhibit 2.2 of Tredegar’s Current Report on Form 8-K (File No.

1-10258), filed on November 6, 2024, and incorporated herein by reference)

3.1 Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.1 to Tredegar’s Annual Report on Form 10-K (File No.

6 unchanged sentences

1-10258), filed on May 6, 2016, and incorporated herein by reference)

3.2 Amended and Restated Bylaws of Tredegar (filed as Exhibit 3.1 to Tredegar’s Current Report on Form 8-K (File No.

1-10258), filed on August 7, 2023 , and incorporated herein by reference)

3.2 Amended and Restated Bylaws of Tredegar Corporation, as of August 4, 2023 (filed as Exhibit 3.1 of Tredegar ’ s Current Report on Form 8-K (File No.

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1-10258), filed on December 28, 2023, and incorporated herein by reference)

10.1.7 Amendment No.

4, dated April 16, 2024, to the Second Amended and Restated Credit Agreement, dated June 29, 2022, by and among Tredegar Corporation, as borrower, certain of Tredegar Corporation’s material domestic subsidiaries, as guarantors, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citizens Bank, N.A.

and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S.

Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents (filed as Exhibit 10.1 of Tredegar ’ s Current Report on Form 8-K (File No.

1-10258), filed on April 22, 2024, and incorporated herein by reference)

10.2 Reorganization and Distribution Agreement, dated as of June 1, 1989, between Tredegar and Ethyl Corporation (filed as Exhibit 10.1 to Tredegar’s Annual Report on Form 10-K (File No.

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1-10258), filed on November 6, 2023, and incorporated herein by reference)

*10.20 Form of Notice of Phantom Stock Unit Award and Phantom Stock Unit Award Terms and Conditions (filed as Exhibit 10.2 to Tredegar’s Quarterly Report on Form 10-Q (File No.

1-10258) for the quarterly period ended March 31, 2024, and incorporated herein by reference)

+19 Insider Trading Policy

+21 Subsidiaries of Tredegar

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

+97 Executive Incentive-based Compensation Recoupment Policy

97 Executive Incentive-based Compensation Recoupment Policy (filed as exhibit 97 to Tredegar's Annual R e p or t on Form 10-K ( F i le no.

1-10258) for the year en ded December 31, 2023, and incorporated her by reference)

+101 XBRL Instance Document and Related Items

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Tack, III Director

/s/ Christine R.

Vlahcevic Director

(Christine R.

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 9A. Controls and Procedures