Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Form 10-K, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation with the participation of its management, including its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2025 , the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
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, 2025 , the Company’s internal control over financial reporting is effective. The Company’s internal control over financial reporting as of December 31, 2025 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, 2025 .
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2025, 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).
Item 9B. OTHER INFORMATION
Director and Officer Trading Arrangements
During the three months ended December 31, 2025, 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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
27
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning directors and persons nominated to become directors of Tredegar to be included in the Proxy Statement under the headings “Proposal 1: Election of Directors” and “Tredegar’s Board of Directors” is incorporated herein by reference.
The information concerning corporate governance to be included in the Proxy Statement under the headings “Board Meetings, Meetings of Independent Directors and Board Committees” and “Corporate Governance and Risk Oversight” is incorporated herein by reference.
Set forth below are the names, ages and titles of the Company’s executive officers:
Name Age Title
Arijit (Bapi) DasGupta 68 President and Chief Executive Officer
Frasier W. Brickhouse, II 59 Vice President, Chief Financial Officer and Treasurer
Kevin C. Donnelly 51 Executive Vice President, General Counsel and Corporate Secretary
Arijit (Bapi) DasGupta. Dr. DasGupta was appointed President and Chief Executive Officer of Tredegar effective January 1, 2026. Dr. DasGupta also continues to hold the position of President of Tredegar’s High Performance Films division, a role he has occupied since 2015 after previously serving as its Vice President. Prior to joining Tredegar in 2007, Dr. DasGupta held leadership positions at Johns Manville Corporation, Solutia, Inc. (acquired by Eastman Chemical Company) and Monsanto Company. Dr. DasGupta has a Ph.D. and Master of Science in polymer science from the University of Akron, Ohio, an Executive MBA from the Olin School of Business at Washington University, St. Louis and a Bachelor of Science in chemistry from the University of Bombay, India.
Frasier W. Brickhouse, II. Mr. Brickhouse was appointed Vice President, Chief Financial Officer and Treasurer, effective January 1, 2026. Mr. Brickhouse joined Tredegar in 1993 and was appointed Corporate Controller in 2009 and Treasurer in 2016. He previously served in various treasury, accounting and financial planning roles within Tredegar. Prior to joining Tredegar, Mr. Brickhouse spent five years in various positions of increasing responsibility with Coopers & Lybrand (predecessor to PricewaterhouseCoopers LLP). Mr. Brickhouse received a Master of Business Administration and a Bachelor of Science in Business Administration, Accounting, from the University of Richmond. He is a CPA licensed in Virginia.
Kevin C. Donnelly . Mr. 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. Donnelly was an associate at Hunton & Williams LLP (now Hunton Andrews Kurth LLP). He received a B.A. degree from the University of Richmond and a J.D. from the University of Virginia.
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 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.
Item 11. EXECUTIVE COMPENSATION
The information to be included in the Proxy Statement under the headings “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation” and “CEO Pay Ratio Disclosure” is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information to be included in the Proxy Statement under the headings “Stock Ownership” and “Equity Compensation Plan Information” is incorporated herein by reference.
28
Item 13. 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.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP , Richmond, Virginia , Audit Firm ID: 185 .
The following is incorporated herein by reference:
• 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 “Audit and Non-Audit Fees.”
29
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) List of documents filed as a part of the report:
(1) Financial statements:
Tredegar Corporation
Index to Financial Statements and Supplementary Data
Page
Auditors’ Opinions:
Report of Independent Registered Public Accounting Firm
31
Opinion on Internal Control Over Financial Reporting
33
Financial Statements:
Consolidated Balance Sheets
34
Consolidated Statements of Income (Loss)
35
Consolidated Statements of Comprehensive Income (Loss)
36
Consolidated Statements of Cash Flows
37
Consolidated Statements of Shareholders' Equity
38
Notes to Financial Statements
39
(2) Financial statement schedules:
None
(3) Exhibit Index
65
30
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tredegar Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Tredegar Corporation and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of income (loss), comprehensive income (loss), cashflows, and shareholders’ equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 11, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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.
Sufficiency of audit evidence over sales
As discussed in Notes 1 and 12 to the consolidated financial statements, the Company recorded approximately $722,864 thousand of sales during the year ended December 31, 2025. 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 applied auditor judgment to determine the nature and extent of procedures to be performed over sales, including determining the locations at which those
31
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.
/s/KPMG LLP
We have served as the Company’s auditor since 2018.
Richmond, Virginia
March 11, 2026
32
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tredegar Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Tredegar Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of income (loss), comprehensive income (loss), cash flows, and shareholders’ equity, for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 11, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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 may not prevent or detect misstatements. 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.
/s/KPMG LLP
Richmond, Virginia
March 11, 2026
33
CONSOLIDATED BALANCE SHEETS
Tredegar Corporation and Subsidiaries
December 31
2025 2024
(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents $ 6,729 $ 7,062
Accounts and other receivables, net 81,811 64,817
Income taxes recoverable 47 —
Inventories 64,962 51,381
Prepaid expenses and other 15,525 16,567
Total current assets 169,074 139,827
Property, plant and equipment, at cost:
Land and land improvements 4,294 4,740
Buildings 68,184 67,871
Machinery and equipment 436,952 426,815
Total property, plant and equipment 509,430 499,426
Less: accumulated depreciation ( 376,455 ) ( 362,394 )
Net property, plant and equipment 132,975 137,032
Right-of-use leased assets 12,764 14,635
Identifiable intangible assets, net 5,568 7,326
Goodwill 22,446 22,446
Deferred income tax assets 26,277 32,517
Other assets 2,268 2,448
Noncurrent assets of discontinued operations — 126
Total assets $ 371,372 $ 356,357
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 75,754 $ 64,704
Accrued expenses 25,411 22,168
Lease liability, short-term 2,263 2,453
Short-term debt 498 1,322
Income taxes payable 455 320
Current liabilities of discontinued operations — 741
Total current liabilities 104,381 91,708
Lease liability, long-term 10,960 12,993
ABL revolving facility 34,550 60,600
Pension and other postretirement benefit obligations, net 1,196 5,914
Deferred income tax liabilities — 69
Other non-current liabilities 3,731 4,105
Total liabilities 154,818 175,389
Contingencies (Note 14)
Shareholders’ equity:
Common stock, no par value (authorized 150,000,000 shares, issued and outstanding— 34,737,534 shares at December 31, 2025 and 34,661,272 at December 31, 2024)
65,477 63,590
Common stock held in trust for savings restoration plan ( 118,542 shares at December 31, 2025 and 118,543 shares at December 31, 2024)
( 2,233 ) ( 2,233 )
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment 5,566 5,105
Gain (loss) on derivative financial instruments 1,071 268
Pension and other postretirement benefit adjustments ( 215 ) 826
Retained earnings 146,888 113,412
Total shareholders’ equity 216,554 180,968
Total liabilities and shareholders’ equity $ 371,372 $ 356,357
See accompanying notes to financial statements.
34
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Tredegar Corporation and Subsidiaries
Years Ended December 31
2025 2024 2023
(In thousands, except share data)
Revenues and other:
Sales $ 722,864 $ 598,025 $ 573,323
Other income (expense), net 1,399 ( 952 ) ( 2,149 )
724,263 597,073 571,174
Costs and expenses:
Cost of goods sold 589,321 480,958 480,440
Freight 24,133 21,011 21,757
Selling, general and administrative 79,030 72,970 65,388
Research and development 702 711 2,894
Amortization of identifiable intangibles 1,758 1,778 1,758
Pension and postretirement benefits 57 217 10,844
Interest expense 4,003 4,664 6,316
Asset impairments and costs associated with exit and disposal activities, net of adjustments 855 613 5,060
OPEB termination gain ( 6,265 ) — —
Pension settlement loss — — 92,291
Goodwill impairment — 13,271 34,891
Total 693,594 596,193 721,639
Income (loss) from continuing operations before income taxes 30,669 880 ( 150,465 )
Income tax expense (benefit) 6,584 ( 165 ) ( 51,300 )
Net income (loss) from continuing operations 24,085 1,045 ( 99,165 )
Income (loss) from discontinued operations, net of tax 9,391 ( 65,610 ) ( 6,740 )
Net income (loss) $ 33,476 $ ( 64,565 ) $ ( 105,905 )
Earnings (loss) per share:
Basic
Continuing operations $ 0.69 $ 0.03 $ ( 2.91 )
Discontinued operations 0.27 ( 1.91 ) ( 0.19 )
Basic earnings (loss) per share $ 0.96 $ ( 1.88 ) $ ( 3.10 )
Diluted
Continuing operations $ 0.69 $ 0.03 $ ( 2.91 )
Discontinued operations 0.27 ( 1.91 ) ( 0.19 )
Diluted earnings (loss) per share $ 0.96 $ ( 1.88 ) $ ( 3.10 )
Shares used to compute earnings (loss) per share:
Basic 34,735 34,346 34,133
Diluted 34,735 34,346 34,133
See accompanying notes to financial statements.
35
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Tredegar Corporation and Subsidiaries
Years Ended December 31
2025 2024 2023
(In thousands)
Net income (loss) $ 33,476 $ ( 64,565 ) $ ( 105,905 )
Other comprehensive income (loss):
Unrealized foreign currency translation adjustment ($ 0 tax in 2025, net of tax expense of $ 0 in 2024 and net of tax expense of $ 469 in 2023)
461 ( 295 ) 3,042
Reclassification of foreign currency translation loss realized on the sale of Terphane (net of tax expense $ 601 )
— 88,437 —
Derivative financial instruments adjustment (net of tax expense of $ 220 in 2025, net of tax expense of $ 85 in 2024 and net of tax expense of $ 933 in 2023)
803 755 3,281
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:
Recognized actuarial gain on the other postretirement benefits termination in 2025 and recognition in earnings of actuarial loss for pension settlement in 2023 (net of tax benefit of $ 454 in 2025 and net of tax expense of $ 41,294 on 2023)
( 794 ) — 50,997
Net gains (losses) and prior service costs (net of tax benefit of $ 13 in 2025, net of tax expense of $ 109 in 2024 and net of tax expense of $ 422 in 2023)
( 48 ) 397 1,513
Amortization of prior service costs and net gains or losses (net of tax benefit of $ 56 in 2025, net of tax benefit of $ 31 in 2024 and net of tax expense of $ 1,968 in 2023)
( 199 ) ( 110 ) 7,065
Other comprehensive income (loss) 223 87,896 65,898
Comprehensive income (loss) $ 33,699 $ 23,331 $ ( 40,007 )
See accompanying notes to financial statements.
36
CONSOLIDATED STATEMENTS OF CASH FLOWS
Tredegar Corporation and Subsidiaries
Years Ended December 31
2025 2024 2023
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 33,476 $ ( 64,565 ) $ ( 105,905 )
Adjustments for noncash items:
Depreciation 19,971 23,681 25,786
Amortization of identifiable intangibles 1,758 1,856 1,897
Goodwill impairment — 13,271 34,891
Reduction of right-of-use lease asset 2,115 2,259 2,220
Deferred income taxes 6,224 ( 8,202 ) ( 56,098 )
Accrued pension and postretirement benefits 161 217 10,844
OPEB termination gain ( 6,265 ) — —
Pension settlement loss — — 92,291
Stock-based compensation expense 1,808 2,498 1,978
Gain on investment in kaléo — ( 144 ) ( 262 )
(Gain) loss on sale of divested business ( 9,657 ) 74,877 —
Production equipment asset impairment 843 — —
Gain on the sale of assets ( 1,497 ) — —
Impairment of Richmond, Virginia Technical Center assets — — 3,454
Changes in assets and liabilities:
Accounts and other receivables ( 16,992 ) ( 14,785 ) 17,400
Inventories ( 13,563 ) ( 6,911 ) 47,607
Income taxes recoverable/payable 89 137 ( 406 )
Prepaid expenses and other 2,068 ( 7,174 ) 1,204
Accounts payable and accrued expenses 13,568 10,009 ( 25,165 )
Lease liability ( 2,422 ) ( 2,749 ) ( 2,299 )
Pension and postretirement benefit plan contributions ( 557 ) ( 587 ) ( 28,269 )
Other, net 1,849 1,820 2,827
Net cash provided by (used in) operating activities 32,977 25,508 23,995
Cash flows from investing activities:
Capital expenditures ( 17,241 ) ( 14,347 ) ( 26,446 )
Proceeds from the sale of kaléo — 144 262
Net proceeds on sale of divested business 9,835 54,631 —
Proceeds from the sale of assets 1,904 83 —
Net cash provided by (used in) investing activities ( 5,502 ) 40,511 ( 26,184 )
Cash flows from financing activities:
Borrowings 123,390 615,201 116,134
Debt principal payments ( 150,273 ) ( 679,590 ) ( 107,713 )
Dividends paid — — ( 8,884 )
Debt financing costs ( 1,272 ) ( 587 ) ( 4,021 )
Net cash provided by (used in) financing activities: ( 28,155 ) ( 64,976 ) ( 4,484 )
Effect of exchange rate changes on cash 347 ( 7,436 ) 896
Increase (decrease) in cash and cash equivalents ( 333 ) ( 6,393 ) ( 5,777 )
Cash and cash equivalents at beginning of period 7,062 13,455 19,232
Cash and cash equivalents at end of period $ 6,729 $ 7,062 $ 13,455
Supplemental cash flow information:
Interest payments $ 3,901 $ 13,524 $ 10,499
Income tax payments, net $ 3,358 $ 12,228 $ 2,282
See accompanying notes to financial statements.
37
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Tredegar Corporation and Subsidiaries
Common Stock Retained
Earnings Trust for Savings Restoration Plan Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
(In thousands, except share and per-share data) Shares Amount
Balance at January 1, 2023 34,000,642 $ 58,824 $ 292,721 $ ( 2,188 ) $ ( 147,595 ) $ 201,762
Net income (loss) — — ( 105,905 ) — — ( 105,905 )
Foreign currency translation adjustment — — — — 3,042 3,042
Derivative financial instruments adjustment — — — — 3,281 3,281
Net gains or (losses) and prior service costs — — — — 1,513 1,513
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)
— — ( 8,884 ) — — ( 8,884 )
Stock-based compensation expense 407,996 3,036 — — — 3,036
Repurchase of employee common stock for tax withholdings — ( 254 ) — — — ( 254 )
Tredegar common stock purchased by trust for savings restoration plan — — 45 ( 45 ) — —
Balance at December 31, 2023 34,408,638 61,606 177,977 ( 2,233 ) ( 81,697 ) 155,653
Net income (loss) — — ( 64,565 ) — — ( 64,565 )
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 )
Stock-based compensation expense 252,634 2,211 — — — 2,211
Repurchase of employee common stock for tax withholdings — ( 227 ) — — — ( 227 )
Balance at December 31, 2024 34,661,272 63,590 113,412 ( 2,233 ) 6,199 180,968
Net income (loss) — — 33,476 — — 33,476
Foreign currency translation adjustment — — — — 461 461
Derivative financial instruments adjustment — — — — 803 803
Net gains or (losses) and prior service costs — — — — ( 48 ) ( 48 )
Amortization of prior service costs and net gains or losses — — — — ( 199 ) ( 199 )
Recognition in earnings of net actuarial gain for other postretirement benefit termination — — — — ( 794 ) ( 794 )
Stock-based compensation expense 76,262 2,476 — — — 2,476
Repurchase of employee common stock for tax withholdings — ( 589 ) — — — ( 589 )
Balance at December 31, 2025 34,737,534 $ 65,477 $ 146,888 $ ( 2,233 ) $ 6,422 $ 216,554
See accompanying notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
Tredegar Corporation and Subsidiaries
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations. 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; and surface protection films for high-technology applications in the global electronics industry and advanced packaging films used for bathroom tissue and paper towels.
In the fourth quarter of 2025, the Company renamed the segment formerly known as “PE Films.” This segment will be referred to as “High Performance Films” going forward. The product previously known as polyethylene overwrap films was renamed to advanced packaging films. There were no changes to the operations reported within the High Performance Films segment. The Company continues to have two reportable segments: Aluminum Extrusions and High Performance Films. More information on the Company’s business segments is provided in Note 12.
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”). All historical results for Terphane have been presented as discontinued operations. For more information on this transaction, see Note 15.
Basis of Presentation and Principles of Consolidation. The consolidated financial statements include the accounts and operations of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. Certain amounts for the prior years have been reclassified to conform to current year presentation.
Fiscal Year End. 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 2025, 2024 and 2023 relate to the 52-week fiscal year ended December 28, 2025, 52-week fiscal year ended December 29, 2024 and 53-week fiscal year ended December 31, 2023, 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 have activity with the Aluminum Extrusions segment during the intervening period from Aluminum Extrusion’s fiscal year end to the Company’s calendar year end. As a result, the Company’s prepaid and other current assets increased by $ 5.7 million as of December 31, 2025 since the Company made payments to the Aluminum Extrusions segment to fund its payroll during the intervening period. The Company’s cash and cash equivalents declined $ 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. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities (if any). On an ongoing basis, the Company evaluates its estimates, including those related to provisions for transaction and credit losses, income taxes, pension, other postretirement benefits and the valuation of goodwill and intangible assets, among others. Tredegar bases its estimates on historical experience and various other assumptions which the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Foreign Currency Translation. The financial statements of subsidiaries located outside the U.S., where the local currency is the functional currency, are translated into U.S. Dollars using exchange rates in effect at the period end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from the translation of these financial statements are reflected as a separate component of shareholders’ equity. There are no operating subsidiaries located outside the U.S. where the U.S. Dollar is the functional currency. Transaction and remeasurement gains or losses included in the consolidated statements of income (loss) were losses of $ 0.3 million in 2025 and gains of $ 0.3 million and $ 0.2 million in 2024 and 2023, respectively.
Cash and Cash Equivalents. Cash and cash equivalents consist of cash on hand in excess of daily operating requirements and highly liquid investments with original maturities of three months or less. At December 31, 2025 and 2024, Tredegar had cash and cash equivalents of $ 6.7 million and $ 7.1 million, respectively, including funds held in locations outside the U.S. of $ 1.9 million and $ 1.6 million, respectively.
The Company’s policy permits investment of excess cash in marketable securities that have the highest credit ratings and maturities of less than one year. The primary objectives of the policy are safety of principal and liquidity.
Accounts and Other Receivables, net. Accounts receivables are stated at the amount invoiced to customers less allowances for credit losses. Accounts receivable are non-interest bearing and arise from the sale of products to customers under typical industry trade terms. Notes receivable are immaterial. Past due amounts are determined based on established terms and charged-off when deemed uncollectible. The allowance for credit losses is determined based on an assessment of probable losses taking into account past due amounts, customer credit profile, historical experience and current economic conditions. For receivables that do not have a specific allowance, the loss rate is computed by segment to apply to the remaining receivables balance, using
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each segment’s historic loss rate. Other receivables include value-added taxes related to certain foreign subsidiaries and other miscellaneous receivables due within one year. For certain customers, the Company has arrangements in place with financial institutions whereby certain customer receivables are sold to the financial institution at a discount and without recourse. Upon sale, the associated receivable is unrecognized, and the discount is recognized. For more information on accounts and other receivables, net, see Note 2.
Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined using the last in, first out (“LIFO”) method, the weighted average cost or the first in, first out (“FIFO”) method. Cost elements included in work-in-process and finished goods inventories are raw materials, direct labor and manufacturing overhead. Finished goods, work-in-process, raw materials and supplies, stores and other inventory are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete. As of December 31, 2024, the Company was no longer participating in supply chain finance service agreements through third-party financial institutions.
Property, Plant and Equipment. Accounts include costs of assets constructed or purchased, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for repairs and maintenance are expensed as incurred. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income. Capital expenditures for property, plant and equipment include capitalized interest. Capitalized interest included in capital expenditures for property, plant and equipment was $ 1.6 million, $ 1.9 million, and $ 1.6 million in 2025, 2024 and 2023, respectively. Depreciation is computed primarily by the straight-line method based on the estimated useful lives of the assets that generally range from 5 to 40 years for buildings and land improvements and 2 to 20 years for machinery and equipment.
Goodwill and Identifiable Intangibles. The excess of the purchase price over the fair value of identifiable net assets of acquired companies is allocated to goodwill. 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment (“Step 0 analysis”), which evaluates certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. 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”).
As of December 31, 2025, the Company’s reporting unit with goodwill was Surface Protection in High Performance Films. The Company’s Step 0 analysis as of December 1, 2025 of this reporting unit concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Therefore, the Step 1 quantitative goodwill impairment test for this reporting unit was not necessary as of December 1, 2025.
As of December 31, 2025 and 2024, Surface Protection had goodwill of $ 22.4 million.
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.
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. In light of the limited visibility on the timing of a recovery and the expected adverse future impact to the Surface Protection business, coupled with a cautious outlook on new product development opportunities, the Company performed a Step 1 goodwill impairment analysis, as of June 30, 2023 and September 30, 2023, of the Surface Protection component of High Performance Films. The analyses concluded that the fair value of Surface Protection was less than its carrying value, thus a non-cash partial goodwill impairment of $ 34.9 million ($ 27.0 million after deferred income tax benefits) was recognized during 2023.
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The Company estimated the fair value of Surface Protection by: (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.
Impairment of Long-Lived Assets. The Company reviews long-lived assets for possible impairment when events indicate that an impairment may exist. For assets that are held and used in operations, if events indicate that an asset may be impaired, the Company estimates the future unlevered pre-tax cash flows expected to result from the use of the asset and its eventual disposition. Assets are grouped for this purpose at the lowest level for which there are identifiable and independent cash flows. If the sum of these undiscounted pre-tax cash flows is less than the carrying amount of the asset group, an impairment loss is calculated. Measurement of the impairment loss is the amount by which the carrying amount exceeds the estimated fair value of the asset group. 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, 2025, no events 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.
Pension Costs and Postretirement Benefit Costs Other than Pensions. Pension costs and postretirement benefit costs other than pensions have been accrued over the period employees provided service to Tredegar. Liabilities and expenses for pension plans and other postretirement benefits are determined using actuarial methodologies and incorporate significant assumptions, including the rate used to discount the future estimated liability, the long-term rate of return on plan assets, and several assumptions relating to the employee workforce. The Company recognizes the funded status of its pension and other postretirement plans in the accompanying consolidated balance sheets. Tredegar’s policy has been to fund its pension plans at amounts not less than the minimum requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and to fund postretirement benefits other than pensions when claims are incurred.
In February 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan through lump sum distributions and the purchase of annuity contracts. On November 3, 2023, the pension plan termination and settlement process for the Company was completed. In October 2025, the Company terminated the Other Post-Retirement Benefits program. For more information, see Note 8.
Revenue Recognition. The Company’s revenue is primarily generated from 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.
Sales revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for that finished product. 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. Other allowances can vary depending on future outcomes such as sales returns and customer sales volume, thus representing variable consideration.
Amounts billed to customers related to freight are classified as sales revenue and the cost of freight is classified as a separate line in the accompanying consolidated statements of income. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction between Tredegar and its customers (such as value-added taxes) are accounted for on a net basis and therefore excluded from revenues. See Note 12 for disaggregation of revenue by segment and type.
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.
Research and Development (“R&D”) Costs. R&D costs are expensed as incurred and include primarily salaries, wages, employee benefits, equipment depreciation, facility costs and the cost of materials consumed relating to R&D efforts. R&D costs include a reasonable allocation of indirect costs.
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Leases. 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. The Company has elected to not record short-term leases with an original lease term of one year or less in the consolidated balance sheet. To the extent such leases contain renewal options that the Company intends to exercise, the related Right-of-Use (“ROU”) asset and lease liability are included in the consolidated balance sheet. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., maintenance, labor charges, etc.). The Company generally accounts for the lease and non-lease components as a single lease component.
Certain of the Company’s lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating leases are included in “Right-of-use lease assets”, “Lease liabilities - short-term” and “Lease liabilities - long-term” on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates, adjusted for term and geographic location using country-based swap rates. As a result of the Company’s review of new and existing lease contracts, there were no instances where the Company could readily determine a rate implicit in the lease.
Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Depending upon the specific use of the ROU asset, lease expense is included in the “Cost of goods sold”, “Freight”, “Selling, general and administrative”, and “Research and development” line items on the consolidated statements of income. Lease income is not material to the results of operations for the years ended December 31, 2025, 2024 and 2023, respectively. Additional disclosure regarding Tredegar’s leases is included in Note 4.
Income Taxes. Income taxes are recognized during the period in which transactions enter into the determination of income for financial reporting purposes, with deferred income taxes being provided at enacted statutory tax rates on the differences between the financial reporting and tax bases of assets and liabilities (see Note 11). Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accordingly, accounting for income taxes represents the Company’s best estimate of various events and transactions.
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. 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.
Earnings Per Share. Basic earnings per share is computed using the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed using the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
2025 2024 2023
Weighted average shares outstanding used to compute basic earnings per share 34,735,139 34,346,242 34,133,078
Incremental shares attributable to stock options and restricted stock — — —
Shares used to compute diluted earnings per share 34,735,139 34,346,242 34,133,078
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 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 1,245,367 and 2,497,008 for the years ended December 31, 2025 and 2024, 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. The cost of all share-based payments is recognized using the calculated fair value at the grant date, or the date of any later modification, over the requisite service period under the graded-vesting method. See Note 10 for additional information.
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Financial Instruments. 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. A change in the fair value of the derivative that is highly effective and that is designated and qualifies as a cash flow hedge is recorded in other comprehensive income. Gains and losses reported in other comprehensive income (loss) are reclassified to earnings in the periods in which earnings are affected by the variability of cash flows of the hedged transaction. Such gains and losses are reported in the same line as the underlying hedged item, and the cash flows related to financial instruments are classified in the consolidated statements of cash flows in a manner consistent with those of the transactions being hedged.
The Company’s policy requires that it formally document all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also uses regression analysis, unless the hedge qualifies for other methods of assessing effectiveness, to formally assess (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively.
As a policy, Tredegar does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. Additional disclosure of the utilization of derivative hedging instruments is included in Note 9.
Comprehensive Income (Loss). Comprehensive income (loss) is defined as net income or loss as adjusted by other comprehensive income or loss items. Other comprehensive income (loss) includes changes in foreign currency translation adjustments; 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; and amortization of these prior service costs and net gain or loss adjustments; and during the period, realized net actuarial loss for pension settlement all recorded net of deferred income taxes.
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The changes in accumulated other comprehensive income (loss) by component are summarized as follows:
(In thousands) Foreign Currency Translation Gain (Loss) on Derivative Financial Instruments Pension & Other Postretirement Benefit Adjust Total Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2023 $ ( 86,079 ) $ ( 2,480 ) $ ( 59,036 ) $ ( 147,595 )
Other comprehensive income (loss) 3,511 11,794 1,935 17,240
Income tax (expense) benefit ( 469 ) ( 2,977 ) ( 422 ) ( 3,868 )
Other comprehensive income (loss), net of tax 3,042 8,817 1,513 13,372
Reclassification adjustment to net income (loss) — ( 7,580 ) 101,323 93,743
Income tax (expense) benefit — 2,044 ( 43,261 ) ( 41,217 )
Reclassification adjustment to net income (loss), net of tax — ( 5,536 ) 58,062 52,526
Other comprehensive income (loss), net of tax 3,042 3,281 59,575 65,898
Balance at December 31, 2023 ( 83,037 ) 801 539 ( 81,697 )
Other comprehensive income (loss) ( 295 ) 240 506 451
Income tax (expense) benefit — ( 72 ) ( 109 ) ( 181 )
Other comprehensive income (loss), net of tax ( 295 ) 168 397 270
Reclassification adjustment to net income (loss) 89,038 ( 1,881 ) ( 141 ) 87,016
Income tax (expense) benefit ( 601 ) 1,180 31 610
Reclassification adjustment to net income (loss), net of tax 88,437 ( 701 ) ( 110 ) 87,626
Other comprehensive income (loss), net of tax 88,142 ( 533 ) 287 87,896
Balance at December 31, 2024 5,105 268 826 6,199
Other comprehensive income (loss) 461 2,110 ( 61 ) 2,510
Income tax (expense) benefit — ( 473 ) 13 ( 460 )
Other comprehensive income (loss), net of tax 461 1,637 ( 48 ) 2,050
Reclassification adjustment to net income (loss) — ( 1,087 ) ( 1,503 ) ( 2,590 )
Income tax (expense) benefit — 253 510 763
Reclassification adjustment to net income (loss), net of tax — ( 834 ) ( 993 ) ( 1,827 )
Other comprehensive income (loss), net of tax 461 803 ( 1,041 ) 223
Balance at December 31, 2025 $ 5,566 $ 1,071 $ ( 215 ) $ 6,422
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 15 for additional details.
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Recently Issued Accounting Standards.
New accounting pronouncements adopted in 2025:
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The amendments in this ASU require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires 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. The Company adopted this ASU in the fourth quarter of 2025 using the prospective method of transition. 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 Accounting Standards Codification (“ASC”) to primarily reflect the issuance of Securities and Exchange Commission (“SEC”) Staff Bulletin No. 33-10532. 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. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is not permitted. The Company does not expect a material impact from the adoption 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.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company does not expect a material impact from the adoption of this standard on our consolidated financial statements and related disclosures.
2. ACCOUNTS AND OTHER RECEIVABLES
As of December 31, 2025 and 2024, accounts receivable and other receivables, net, include the following:
(In thousands) 2025 2024
Customer receivables $ 80,027 $ 64,094
Other receivables 2,095 952
Total accounts and other receivables 82,122 65,046
Less: Allowance for credit losses ( 311 ) ( 229 )
Total accounts and other receivables, net $ 81,811 $ 64,817
A reconciliation of the beginning and ending balances of the allowance for credit losses for the three years ended December 31, 2025 is as follows:
(In thousands) 2025 2024 2023
Balance, beginning of year $ 229 $ 1,162 $ 2,068
Charges to expense 89 145 407
Write-offs and settlements ( 7 ) ( 1,078 ) ( 1,313 )
Balance, end of year $ 311 $ 229 $ 1,162
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3. INVENTORIES
Inventories consist of the following:
(In thousands) 2025 2024
Finished goods $ 17,578 $ 15,051
Work-in-process 3,574 2,986
Raw materials 20,365 12,158
Stores, supplies and other 23,445 21,186
Total $ 64,962 $ 51,381
Inventories stated on the LIFO basis amounted to $ 9.1 million at December 31, 2025 and $ 6.7 million at December 31, 2024, which were below replacement costs by $ 19.8 million at December 31, 2025 and $ 13.8 million at December 31, 2024. Inventories stated on the weighted average cost basis were $ 15.9 million and $ 14.3 million at December 31, 2025 and 2024, respectively, while inventories stated on the FIFO method amounted to $ 40.0 million and $ 30.4 million at December 31, 2025 and 2024, respectively.
4. LEASES
Tredegar has various operating lease agreements with remaining terms up to 18 years, including leases of real estate, office equipment and vehicles. As of December 31, 2025 and 2024, the Company had no finance lease agreements. Some leases include options to purchase the leased asset, terminate the agreement or extend the term of the agreement for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.
The following table presents a maturity analysis of the Company’s operating leases as of December 31, 2025:
(In thousands)
Future Lease Payments
2026 $ 2,833
2027 2,430
2028 2,196
2029 2,205
2030 2,223
Thereafter 3,481
Total undiscounted operating lease payments 15,368
Less: Imputed interest 2,145
Present value of operating lease liabilities $ 13,223
The following table summarizes lease costs and other information for the years ended December 31, 2025 and 2024. These costs are primarily related to long-term operating leases but also include amounts for variable leases and short-term leases.
(In thousands) 2025 2024
Operating lease expense $ 2,855 $ 4,350
Other Information:
Weighted-average remaining lease term for operating leases 9 years 10 years
Weighted-average discount rate for operating leases 4.81 % 4.77 %
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5. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
A reconciliation of goodwill at December 31, 2025 and 2024 is as follows:
(In thousands) Aluminum Extrusions (a)
High Performance Films (a)
Total
Net carrying value of goodwill at December 31, 2023
$ 13,271 $ 22,446 $ 35,717
Goodwill impairment ( 13,271 ) — ( 13,271 )
Net carrying value of goodwill at December 31, 2024
— 22,446 22,446
Goodwill impairment — — —
Net carrying value of goodwill at December 31, 2025
$ — $ 22,446 $ 22,446
(a) The goodwill of Aluminum Extrusions and High Performance Films is carried by the Clearfield and Surface Protection reporting units, respectively.
A reconciliation of identifiable intangibles at December 31, 2025 and 2024 is as follows:
(In thousands) Customer Relationships Trade Names Total
Gross carrying value at December 31, 2024
$ 25,900 $ 6,700 $ 32,600
Accumulated amortization ( 18,574 ) ( 6,700 ) ( 25,274 )
Net carrying value at December 31, 2024
$ 7,326 $ — $ 7,326
Gross carrying value at December 31, 2025
$ 25,900 $ 6,700 $ 32,600
Accumulated amortization ( 20,332 ) ( 6,700 ) ( 27,032 )
Net carrying value at December 31, 2025
$ 5,568 $ — $ 5,568
Amortization expense over the next three years is expected to be $ 1.8 million per year and is expected to end in early 2029.
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
(In thousands) 2025 2024
Payrolls, related taxes and medical and other benefits $ 8,312 $ 6,812
Incentive compensation 5,839 6,434
Workers’ compensation and disabilities 1,991 2,005
Vacation 1,806 1,668
Deferred revenue 1,513 —
Accrued utilities 1,279 1,164
Environmental liabilities 1,108 1,259
Customer rebates 553 540
Accrued interest 221 231
Accrued freight 135 213
Derivative contract liability 4 80
Other 2,650 1,762
Total $ 25,411 $ 22,168
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7. DEBT AND CREDIT AGREEMENTS
ABL Facility
In May 2025, the Company entered into Amendment No. 5 (“Amendment No. 5”) to the Second Amended and Restated Credit Agreement (the "ABL Facility"), which provides the Company with a $ 125 million senior secured asset-based revolving credit facility. 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, and owned machinery and equipment. Amendment No. 5 extended the maturity date of the ABL Facility to May 6, 2030. As of December 31, 2025, funds available to borrow under the ABL Facility was $ 87.5 million, or 70.0 % of the aggregate commitment of $ 125 million. During 2025, the Company's letters of credit have been reduced from approximately $ 12 million to $ 3 million, which directly increases the Company's borrowing availability.
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 the applicable ABR Spread (as defined in the ABL Facility) 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 %; or
• The Adjusted Term Secured Overnight Financing Rate ("SOFR") Rate plus the applicable Term Benchmark Spread (as defined in the ABL Facility) 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 %.
As amended by Amendment No. 5, 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)
Quarter Average of Daily Availability Term Benchmark
Spread ABR
Spread
> 66% of $125 million aggregate commitment 175.0 75.0
≤ 66% but > 33% of $125 million aggregate commitment 200.0 100.0
≤ 33% of $125 million aggregate commitment 225.0 125.0
Pursuant to Amendment No. 5, the commitment fee was decreased from 0.40 % to (i) 0.25 % if the Average Usage (as defined in the ABL Facility) is greater than or equal to 50 % and (ii) 0.375 % if Average Usage is less than 50 %.
The borrowing base calculation was amended by Amendment No. 5 as follows: (i) real property is no longer eligible to be included in the borrowing base, (ii) the PP&E Component (as defined in the ABL Facility), as included in the borrowing base, was decreased to the lesser of (a) 60 % of the Net Orderly Liquidation Value (as defined in the ABL Facility) in place of eligible equipment and (b) 30 % of the borrowing base and (iii) the amount of eligible cash included in the borrowing base is now capped at 15 % of the borrowing base.
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 the greater of (x) 10 % of the Line Cap (as defined in the ABL Facility) and (y) $ 10 million and will continue until availability is equal to or greater than the greater of (x) 10 % of the Line Cap and (y) $ 10 million for 30 consecutive days, as long as no events of default are continuing.
If at any time the availability under the ABL facility is less than the greater of (x) 20 % of the Line Cap and (y) $ 20 million and until such subsequent date, if any, on which availability is greater than the greater of (x) 20 % of the Line Cap and (y) $ 20 million for a period of thirty (30) consecutive calendar days, the Company’s current monthly reporting requirements to lenders changes to a weekly cadence.
A Cash Dominion Period (as defined in the ABL Facility) is now triggered when (x) availability falls below the greater of (i) 12.5 % of the Line Cap and (ii) $ 12.6 million or (y) during the continuation of an event of default and continuing until (x) availability is above the greater of (i) 12.5 % of the Line Cap and (ii) $ 12.6 million for 30 consecutive days and (y) no events of default are continuing. 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.
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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 Adverse Effect (as defined in the ABL Facility) has occurred since December 31, 2024). 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.
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. Accordingly, the Company believes the likelihood that lenders would exercise the subjective acceleration clause whereby prohibiting future borrowings is remote. As of December 31, 2025, the Company was in compliance with all debt covenants.
High Performance Films Guangzhou Loan
In October 2025, High Performance Films' business location in Guangzhou, China, Guangzhou Tredegar Film Products Co., Ltd. (“Guangzhou Tredegar”), entered into a 3.5 million Chinese Yuan, which is equivalent to $ 0.5 million as of December 31, 2025, unsecured revolving loan with the Industrial and Commercial Bank of China. The loan matures on October 20, 2026. 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 0.55 %. As of December 31, 2025, the National Interbank Funding Center rate was 3.00 %. The financial covenants require that the total amount of Guangzhou Tredegar’s current liabilities cannot exceed 50% of the total amount of current assets and the short-term financing amount cannot exceed 50% of Guangzhou Tredegar’s total sales.
In June 2024, Guangzhou Tredegar entered into a 9.5 million Chinese Yuan revolving loan with the Industrial and Commercial Bank of China. This loan matured on July 3, 2025. The interest rate was 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, 2025, there was no outstanding loan balance. The revolving loan was secured by a mortgage contract listing the Guangzhou Tredegar factory building as collateral. The mortgage was cancelled during the fourth quarter of 2025.
Each Guangzhou Tredegar loan, as applicable, was presented as current debt on the consolidated balance sheet for the years ended December 31, 2025 and 2024.
8. RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Tredegar sponsored a noncontributory defined benefit (pension) plan covering certain current and former U.S. employees. The plan for salaried and hourly employees was based on a formula using the participant’s years of service and compensation or using the participant’s years of service and a dollar amount. The plan is closed to new participants and pay for active plan participants for benefit calculations was frozen as of December 31, 2007. As of January 31, 2018, the plan no longer accrued benefits associated with crediting employees for service, thereby freezing all future benefits under the plan. On February 10, 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan through lump sum distributions and the purchase of annuity contracts. On November 3, 2023, the pension plan termination and settlement process for the Company was completed, and the remaining pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. During 2023, the Company recognized a total pre-tax pension settlement loss of $ 92.3 million.
Tredegar also has a non-qualified supplemental pension plan covering certain employees. Effective December 31, 2005, further participation in this plan was terminated and benefit accruals for existing participants were frozen. The plan was designed to restore all or a part of the pension benefits that would have been payable to designated participants from the principal pension plans if it were not for limitations imposed by income tax regulations. The projected benefit obligation relating to this unfunded plan was $ 1.4 million and $ 1.5 million at December 31, 2025 and December 31, 2024, respectively. Pension expense recognized for this plan was $ 0.1 million in 2025, 2024 and 2023. This information has been included in the pension benefit tables below.
In addition to providing pension benefits, the Company provided Other Post-Retirement Benefits of life insurance and health care benefits for certain groups of employees. Tredegar and retirees shared in the cost of postretirement health care benefits, with employees hired on or before January 1, 1993, receiving a fixed subsidy to cover a portion of their health care premiums. The Company eliminated prescription drug coverage for Medicare-eligible retirees as of January 1, 2006. Consequently, Tredegar is not eligible for any federal subsidies.
On October 31, 2025, Tredegar terminated the Other Post-Retirement Benefits by prefunding $ 0.1 million, representing all required contributions for the remainder of 2025. The Other Post-Retirement Benefits total obligation and unrecognized pre-tax actuarial gain reported in the consolidated balance sheets was $ 5.0 million and $ 1.3 million, respectively, which was realized in the income statement during the fourth quarter of 2025.
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The following tables reconcile the changes in benefit obligations and plan assets in 2025 and 2024, and reconcile the funded status to prepaid or accrued cost at December 31, 2025 and 2024:
Pension Benefits Other Post-
Retirement Benefits
(In thousands) 2025 2024 2025 2024
Change in benefit obligation:
Benefit obligation, beginning of year $ 1,478 $ 1,600 $ 5,078 $ 5,712
Service cost — — 9 9
Interest cost 78 75 225 274
Effect of actuarial (gains) losses related to the following:
Discount rate change 39 ( 60 ) 166 ( 305 )
Other ( 20 ) 47 ( 93 ) ( 193 )
Plan participant contributions — — 357 456
Benefits paid ( 199 ) ( 184 ) ( 725 ) ( 875 )
Termination of Other Post-Retirement Benefits plan — — ( 5,017 ) —
Benefit obligation, end of year $ 1,376 $ 1,478 $ — $ 5,078
Change in plan assets:
Plan assets at fair value, beginning of year $ — $ — $ — $ —
Actual return on plan assets — — — —
Employer contributions 199 184 368 419
Plan participant contributions — — 357 456
Benefits paid ( 199 ) ( 184 ) ( 725 ) ( 875 )
Plan assets at fair value, end of year $ — $ — $ — $ —
Funded status of the plans $ ( 1,376 ) $ ( 1,478 ) $ — $ ( 5,078 )
Amounts recognized in the consolidated balance sheets:
Accrued expenses (current) $ 180 $ 161 $ — $ 481
Pension and other postretirement benefit obligations, net 1,196 1,317 — 4,597
Net amount recognized $ 1,376 $ 1,478 $ — $ 5,078
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The following table sets forth the assumptions used in accounting for the pension and other post-retirement benefits, and the components of net periodic benefit cost:
Pension Benefits Other Post-
Retirement Benefits
(In thousands, except percentages) 2025 2024 2023 2025 2024 2023
Weighted-average assumptions used to determine benefit obligations:
Discount rate 5.07 % 5.49 % 4.89 % — % 5.63 % 4.98 %
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate (a)
5.49 % 4.89 %
5.07 %/ 5.37 %
5.63 %/ 5.25 %
4.98 % 5.17 %
Components of net periodic benefit cost:
Service cost $ — $ — $ — $ 9 $ 9 $ 10
Interest cost 78 75 9,623 225 274 288
Expected return on plan assets — — ( 8,109 ) — — —
Amortization of prior service costs and gains or losses 20 21 9,245 ( 275 ) ( 162 ) ( 213 )
Net periodic benefit cost $ 98 $ 96 $ 10,759 $ ( 41 ) $ 121 $ 85
Pension settlement loss and (gain) on Other Post-Retirement Benefits termination — — 92,291 ( 6,265 ) — —
Total benefit cost $ 98 $ 96 $ 103,050 $ ( 6,306 ) $ 121 $ 85
(a) Prior to the Other Post-Retirement Benefits termination in October 2025, a discount rate of 5.63% was used to determine the net periodic benefit cost. On October 31, 2025, a discount rate of 5.25% was used to determine the settlement. Prior to the pension lump sum distributions in August 2023, a discount rate of 5.07% was used to determine the net periodic benefit cost. Subsequent to August 2023, a discount rate of 5.37% was used to determine the net periodic benefit cost until the Company purchased a nonparticipating single premium group annuity contract in October 2023.
Net periodic benefit cost is determined using assumptions at the beginning of each year. Funded status is determined using assumptions at the end of each year. The amount of the accumulated benefit obligation is the same as the projected benefit obligation. At December 31, 2025, the effect of a 1 % change in the health care cost trend rate assumptions would not impact the post-retirement obligation.
Expected benefit payments over the next five years and in the aggregate for 2031—2035 are as follows:
(In thousands) Pension Benefits
2026 $ 179
2027 170
2028 160
2029 151
2030 141
2031—2035 576
The pre-tax amounts recorded in 2025, 2024 and 2023 in accumulated other comprehensive income (loss) consist of:
Pension Benefits Other Post-Retirement Benefits
(In thousands) 2025 2024 2023 2025 2024 2023
Net actuarial (gain) loss $ 454 $ 384 $ 415 $ — $ ( 1,534 ) $ ( 1,250 )
9. DERIVATIVES
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. If individual derivative instruments with the same counterparty can be settled on a net basis, the Company records the corresponding derivative fair values as a net asset or net liability.
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In the normal course of business, Aluminum Extrusions enters into fixed-price forward sales contracts with certain customers for the future sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge margin exposure created from the fixing of future sales prices relative to volatile raw material (aluminum) costs, Aluminum Extrusions enters into a combination of forward purchase commitments and futures contracts to acquire or hedge aluminum, based on the scheduled purchases for the firm sales commitments. The fixed-price firm sales commitments and related hedging instruments generally have durations of not more than 12 months, and the notional amount of aluminum futures contracts that hedged future purchases of aluminum to meet fixed-price forward sales contract obligations was $ 10.0 million ( 5.2 million pounds of aluminum) at December 31, 2025 and $ 4.3 million ( 3.1 million pounds of aluminum) at December 31, 2024.
The table below summarizes the location and gross amounts of aluminum derivative contract fair values (Level 2) in the consolidated balance sheets as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(In thousands) Balance Sheet
Account Fair
Value Balance Sheet
Account Fair
Value
Derivatives Designated as Hedging Instruments
Asset derivatives:
Aluminum futures contracts Prepaid expenses & other $ 1,392 Prepaid expenses & other $ 172
Liability derivatives:
Aluminum futures contracts Accrued expenses ( 4 ) Accrued expenses ( 57 )
Aluminum futures contracts Other non-current liabilities ( 9 ) Other non-current liabilities —
Net asset (liability) $ 1,379 $ 115
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.
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. The counterparties to any forward purchase commitments are major aluminum brokers and suppliers, and the counterparties to any aluminum futures contracts are major financial institutions. Fixed-price forward sales contracts are only made available to the best and most creditworthy customers.
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, 2025, 2024, and 2023 is summarized in the table below:
(In thousands) Cash Flow Derivative Hedges
Aluminum Futures Contracts
Years Ended December 31, 2025 2024 2023
Amount of pre-tax gain (loss) recognized in other comprehensive income $ 2,448 $ 43 $ 7,598
Location of gain (loss) reclassified from accumulated other comprehensive income into net income (effective portion) Cost of
goods sold Cost of
goods sold Cost of
goods sold
Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income to net income (effective portion) $ 1,184 $ ( 612 ) $ 4,508
As of December 31, 2025, the Company expects $ 1.1 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, 2025, 2024 and 2023, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material.
10. STOCK OPTION AND STOCK AWARD PLANS
As of December 31, 2025, the Company had one stock-based compensation plan that permits the grants of stock options, stock appreciation rights (“SARs”), restricted stock awards, other equity awards based on Tredegar common stock. Awards available for grant totaled 1,678,682 shares at December 31, 2025. 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 exercisable totaled 1,205,105 and 2,327,655 shares at December 31, 2025 and 2024, respectively.
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A summary of stock options outstanding at December 31, 2025, 2024 and 2023, and changes during those years, is presented below:
Option Exercise Price/Share
Number of
Options Range Weighted
Average
Outstanding at January 1, 2023 3,108,741 $ 10.75 to $ 22.49 $ 13.81
Forfeited and expired ( 89,408 ) 13.78 to 19.64 19.60
Outstanding at December 31, 2023
3,019,333 10.75 to 22.49 13.64
Forfeited and expired ( 691,678 ) 10.75 to 22.49 14.15
Outstanding at December 31, 2024
2,327,655 10.75 to 16.37 13.49
Forfeited and expired ( 1,122,550 ) 10.75 to 16.37 14.13
Outstanding at December 31, 2025 1,205,105 $ 10.75 to $ 16.37 $ 12.90
No options were granted in 2025, 2024 or 2023.
The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2025:
Options Outstanding at December 31, 2025 Options Exercisable at December 31, 2025
Weighted Average Aggregate Intrinsic Value Aggregate Intrinsic Value
Range of
Exercise Prices Shares Remaining Contractual Life Exercise
Price Shares Weighted Average Exercise Price
$ 10.75 to $ 16.37 1,205,105 1.4 years $ 12.90 $ — 1,205,105 $ 12.90 $ —
There were no stock options exercised in 2025, 2024 or 2023. The grant-date fair value of stock option-based awards vested in 2023 was $ 2.2 million. As of December 31, 2025 and 2024, there was no unrecognized compensation cost related to stock option-based awards.
Restricted stock grants ordinarily vest three years from the date of grant based upon continued employment. The fair value of restricted stock awards is estimated as of the grant date using the closing stock price on that date.
The following table summarizes additional information about unvested restricted stock awards outstanding at December 31, 2025, 2024 and 2023:
Unvested Restricted Stock Awards
Number
of Shares Weighted Avg. Grant Date Fair Value/Share Grant Date
Fair Value
(In thousands)
Outstanding at January 1, 2023 474,978 $ 13.82 $ 6,564
Granted 454,623 7.67 3,487
Vested ( 167,077 ) 11.29 ( 1,886 )
Forfeited ( 26,445 ) 11.60 ( 307 )
Outstanding at December 31, 2023 736,079 10.68 7,861
Granted 385,159 7.25 2,792
Vested ( 261,941 ) 11.94 ( 3,128 )
Forfeited ( 87,181 ) 8.51 ( 742 )
Outstanding at December 31, 2024 772,116 8.79 6,787
Granted 342,181 7.15 2,447
Vested ( 262,375 ) 11.05 ( 2,899 )
Forfeited ( 173,159 ) 7.45 ( 1,290 )
Outstanding at December 31, 2025 678,763 $ 7.43 $ 5,043
As of December 31, 2025, the unrecognized compensation cost related to non-vested restricted stock awards was $ 2.0 million. This cost is expected to be recognized over the remaining weighted average period of 1.7 years.
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There were no SARs granted in 2025, 2024 or 2023. SARs may be settled in cash upon exercise and therefore are classified as liabilities and included in accrued expenses in the consolidated balance sheet. The fair value of these liability awards is remeasured at each reporting period until the date of settlement. Increases and decreases in stock-based compensation expense are recognized over the vesting period, or immediately, for vested awards.
A summary of SARs outstanding at December 31, 2025, 2024 and 2023, and changes during those years, is presented below:
Exercise Price/Share
Number of
SARs Range Weighted
Average
Outstanding at January 1, 2023 498,687 $ 10.75 to $ 16.37 $ 13.49
Forfeited and expired ( 53,969 ) 10.75 to 16.37 12.78
Outstanding at December 31, 2023 444,718 10.75 to 16.37 13.57
Forfeited and expired ( 110,272 ) 10.75 to 16.37 13.85
Outstanding at December 31, 2024 334,446 10.75 to 16.37 13.48
Forfeited and expired ( 5,340 ) 10.75 to 16.37 15.25
Outstanding at December 31, 2025 329,106 $ 10.75 to $ 16.37 $ 13.45
The grant-date fair value of SARs that vested in 2025, 2024 and 2023 were immaterial. As of December 31, 2025, there was no unrecognized compensation cost related to SARs .
11. INCOME TAXES
Income (loss) from continuing operations before income taxes is as follows:
(In thousands) 2025 2024 2023
Income (loss) from continuing operations before income taxes:
Domestic $ 29,745 $ ( 523 ) $ ( 151,488 )
Foreign 924 1,403 1,023
Total $ 30,669 $ 880 $ ( 150,465 )
Income tax expense (benefit) from continuing operations is as follows:
(In thousands) 2025 2024 2023
Current income tax expense (benefit):
Federal $ ( 563 ) $ ( 106 ) $ ( 39,929 )
State 691 704 ( 39 )
Foreign 279 123 241
Total 407 721 ( 39,727 )
Deferred income tax expense (benefit):
Federal 6,104 ( 470 ) ( 11,758 )
State 137 ( 517 ) 198
Foreign ( 64 ) 101 ( 13 )
Total 6,177 ( 886 ) ( 11,573 )
Total income tax expense (benefit) for continuing operations
Federal 5,541 ( 576 ) ( 51,687 )
State 828 187 159
Foreign 215 224 228
Total 6,584 ( 165 ) ( 51,300 )
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Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025.
2025
(In thousands, except percentages) Amount %
U.S. federal statutory tax rate $ 6,441 21.0
U.S. domestic federal
Tax credits
Research and development tax credit ( 930 ) ( 3.0 )
Changes in valuation allowances 192 0.6
Nontaxable or nondeductible items
Stock based compensation 493 1.6
Executive compensation 384 1.3
Other 75 0.2
Other adjustments 112 0.4
State and local income tax, net of federal (national) income tax effect 1
683 2.2
Foreign tax effects
Other foreign jurisdictions 20 0.1
Changes in unrecognized tax benefits ( 886 ) ( 2.9 )
Effective tax rate $ 6,584 21.5
1. State taxes in Pennsylvania and Georgia made up the majority (greater than 50 percent) of the tax effect in this category.
The significant differences between the U.S. federal statutory rate and the effective income tax rate related to continuing operations for the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09 are as follows:
2024 2023
(In thousands, except percentages) Amount % Amount %
Income tax expense (benefit) at federal statutory rate $ 185 21.0 $ ( 31,598 ) 21.0
Stock-based compensation 409 46.5 136 ( 0.1 )
Changes in estimates related to prior year tax provision 326 37.0 559 ( 0.4 )
Non-deductible other 282 32.0 144 ( 0.1 )
Foreign rate differences 57 6.5 39 —
State taxes, net of federal income tax benefit 28 3.2 168 ( 0.1 )
U.S. tax on foreign branch income — — 1,693 ( 1.1 )
Stranded taxes released with termination of pension — — ( 21,913 ) 14.6
Tax contingency accruals and tax settlements ( 1 ) ( 0.1 ) 1 —
Changes in federal valuation allowance ( 654 ) ( 74.3 ) 237 ( 0.2 )
Research and development tax credit ( 797 ) ( 90.6 ) ( 766 ) 0.5
Income tax expense (benefit) at effective income tax rate $ ( 165 ) ( 18.8 ) $ ( 51,300 ) 34.1
Provision (benefit) for income taxes for the year ended December 31, 2025 was $ 6.6 million compared to $( 0.2 ) million for the year ended December 31, 2024. The effective tax rates for the years ended December 31, 2025 and 2024 were 21.5 % and ( 18.8 )%, respectively. The change in effective tax rate was primarily due to higher pre-tax income from continuing operations in 2025 than in 2024. The tax rate in 2024 was impacted by the release of valuation allowance on deferred taxes. The tax rate in 2023 was impacted by a pre-tax loss and 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. The related stranded taxes were released in full in 2023.
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Disclosed below is a summary of income taxes paid (refunded) by jurisdiction for continuing operations pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025.
(In thousands) Year Ended December 31, 2025
Federal
United States $ ( 222 )
State
Georgia 85
Michigan 53
Pennsylvania 305
Texas 51
Other state jurisdictions ( 13 )
Foreign
China 466
Total cash taxes paid for continuing operations $ 725
Deferred income tax assets and deferred income tax liabilities for continuing operations at December 31, 2025 and 2024, are as follows:
(In thousands) 2025 2024
Deferred income tax assets:
Employee benefits $ 4,511 $ 6,381
Basis difference in capital assets 430 430
Inventory 1,754 956
Asset write-offs, divestitures and environmental accruals 857 3,656
U.S. federal and state NOL and credit carryforwards 35,000 38,706
Capitalized R&D expenditures 8,672 8,169
Other 633 815
Lease liabilities 2,933 3,419
Interest expense limitation carryforward — 471
Deferred income tax assets before valuation allowance 54,790 63,003
Less: Valuation allowance 14,623 15,220
Total deferred income tax assets $ 40,167 $ 47,783
Deferred income tax liabilities:
Goodwill and identifiable intangibles $ 1,704 $ 1,019
Property, plant and equipment 7,502 9,086
Right-of-use leased assets 2,806 3,210
Other 1,878 2,020
Total deferred income tax liabilities 13,890 15,335
Net deferred income tax assets (liabilities) $ 26,277 $ 32,448
Amounts recognized in the consolidated balance sheets:
Deferred income tax assets (noncurrent) $ 26,277 $ 32,517
Deferred income tax liabilities (noncurrent) — 69
Net deferred income tax assets (liabilities) $ 26,277 $ 32,448
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. federal and state tax credits of $ 21.2 million and state net operating loss carryforwards of $ 13.8 million at December 31, 2025. The Company had U.S. federal and state tax credits of $ 25.2 million and state net operating loss carryforwards of $ 13.5 million and a deferred interest limitation of $ 0.5 million at December 31, 2024. The U.S. federal foreign tax credits will expire between 2026-2035 and the U.S. federal research and development tax credits will expire between 2039-2045. The U.S. state carryforwards expire at different points over the next 20 years.
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Valuation allowances of $ 13.7 million and $ 14.0 million at December 31, 2025 and 2024, respectively, are recorded against the tax benefit on 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 $ 0.4 million and $ 0.2 million at December 31, 2025 and 2024, respectively. Valuation allowances of $ 0.5 million and $ 1.1 million at December 31, 2025 and 2024, respectively, were recorded against certain other deferred state tax assets. 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.
A reconciliation of the Company’s unrecognized uncertain tax positions since January 1, 2023, is shown below:
Years Ended December 31,
(In thousands) 2025 2024 2023
Balance at beginning of period $ 840 $ 659 $ 628
Increase (decrease) due to tax positions taken in:
Current period — 25 25
Prior period — 158 23
Reductions due to lapse of statute of limitations ( 840 ) ( 2 ) ( 17 )
Balance at end of period $ — $ 840 $ 659
At December 31, 2025, the Company had no unrecognized uncertain tax positions. 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 for all periods presented.
Tredegar, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states and jurisdictions outside the U.S. With few exceptions, Tredegar is no longer subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years before 2022.
On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, which have various effective dates. OBBBA did not have a material impact on the Company’s tax provision and effective rate for 2025.
12. BUSINESS SEGMENTS
The Company's business segments are Aluminum Extrusions and High Performance 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. High Performance Films produces surface protection films, advanced packaging films and films for other markets.
The Company’s reportable segments are based on its method of internal reporting, which is generally segregated by differences in products. Accounting standards for presentation of segments require an approach based on the way the Company organizes the segments for making operating decisions and how the chief operating decision maker (“CODM”) assesses performance. 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.
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.
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Segment Revenue, Segment Profit (Loss), and Significant Expenses
2025
(In thousands) Aluminum Extrusions High Performance Films Total
Net Sales $ 598,975 $ 99,756 $ 698,731
Reconciliation of revenue:
Add back freight 24,133
Sales as shown in the consolidated statements of income (loss) $ 722,864
Less:
Variable costs 454,249 46,596 500,845
LIFO inventory adjustment 6,741 212 6,953
Manufacturing fixed costs 5
46,402 14,134 60,536
Selling, general and administrative costs 5
38,461 11,618 50,079
Other 6
2,164 59 2,223
EBITDA from ongoing operations $ 50,958 $ 27,137 $ 78,095
Reconciliation of profit (loss):
Depreciation and amortization 21,535
Plant shutdowns, asset impairments, restructurings and other 1
2,790
Interest income 36
Interest expense 4,003
OPEB termination gain 6,265
Corporate expenses, net 4
25,399
Income (loss) from continuing operations before income tax 30,669
Income tax expense (benefit) 6,584
Net income (loss) from continuing operations 24,085
Income (loss) from discontinued operations, net of tax 9,391
Net income (loss) $ 33,476
Refer to Notes to Financial Tables that follow these tables.
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Segment Revenue, Segment Profit (Loss), and Significant Expenses
2024
(In thousands) Aluminum Extrusions High Performance Films Total
Net Sales $ 471,815 $ 105,199 $ 577,014
Reconciliation of revenue:
Add back freight 21,011
Sales as shown in the consolidated statements of income (loss) $ 598,025
Less:
Variable costs 354,397 50,289 404,686
LIFO inventory adjustment 1,234 ( 174 ) 1,060
Manufacturing fixed costs 5
40,123 13,248 53,371
Selling, general and administrative costs 5
33,638 11,245 44,883
Other 6
1,066 105 1,171
EBITDA from ongoing operations $ 41,357 $ 30,486 $ 71,843
Reconciliation of profit (loss):
Depreciation and amortization 22,922
Plant shutdowns, asset impairments, restructurings and other 1
5,766
Goodwill impairment 13,271
Interest income 36
Interest expense 4,664
Gain on investment in kaleo, inc. 144
Corporate expenses, net 4
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.
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Segment Revenue, Segment Profit (Loss), and Significant Expenses
2023
(In thousands) Aluminum Extrusions High Performance 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
Less:
Variable costs 365,320 40,824 406,144
LIFO inventory adjustment ( 944 ) ( 1,333 ) ( 2,277 )
Manufacturing fixed costs 5
41,028 13,793 54,821
Selling, general and administrative costs 5
29,725 12,106 41,831
Other 6
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 1
8,529
Goodwill impairment 34,891
Interest income 514
Interest expense 6,316
Gain on investment in kaleo, inc. 262
Stock option-based compensation expense 231
Pension settlement loss 92,291
Corporate expenses, net 4
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.
Identifiable Assets
(In thousands) 2025 2024
Aluminum Extrusions $ 269,802 $ 247,205
High Performance Films 52,998 55,081
Subtotal 322,800 302,286
General corporate 41,843 46,883
Cash and cash equivalents 2
6,729 7,062
Discontinued operations — 126
Total $ 371,372 $ 356,357
Depreciation and Amortization Capital Expenditures
(In thousands) 2025 2024 2023 2025 2024 2023
Aluminum Extrusions $ 16,640 $ 17,722 $ 17,927 $ 15,392 $ 10,097 $ 20,339
High Performance Films 4,895 5,200 6,522 1,849 1,761 1,772
Subtotal 21,535 22,922 24,449 17,241 11,858 22,111
General corporate 4
194 302 369 — — 12
Discontinued operations — 2,313 2,865 — 2,489 4,323
Total $ 21,729 $ 25,537 $ 27,683 $ 17,241 $ 14,347 $ 26,446
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Net Sales by Geographic Area 3
(In thousands) 2025 2024 2023
United States $ 632,806 $ 514,743 $ 506,475
Exports from the United States to:
Asia 42,399 46,724 26,217
Canada 14,856 9,541 12,121
Europe 37 97 9
Latin America 7,437 5,068 6,192
Operations outside the United States:
Asia 1,196 841 552
Total $ 698,731 $ 577,014 $ 551,566
Identifiable Assets
by Geographic Area 3
Property, Plant & Equipment,
Net by Geographic Area 3
(In thousands) 2025 2024 2025 2024
United States $ 316,412 $ 294,303 $ 126,234 $ 127,992
Operations outside the United States:
China 6,388 7,983 5,555 7,217
General corporate 41,843 46,883 1,186 1,823
Cash and cash equivalents 2
6,729 7,062 n/a n/a
Discontinued operations — 126 — —
Total $ 371,372 $ 356,357 $ 132,975 $ 137,032
Refer to Notes to Financial Tables that follow these tables.
The Company’s facilities in Pottsville, PA (“PV”) and Guangzhou, China (“GZ”) have a tolling arrangement whereby certain surface protection films are manufactured in GZ for a fee with raw materials supplied from PV that are then shipped by GZ directly to customers principally in the Asian market but paid by customers directly to PV. Amounts associated with this intercompany tolling arrangement are reported in the table above as export sales from the U.S. to Asia, and include net sales of $ 26.1 million in 2025, $ 26.9 million in 2024 and $ 15.9 million in 2023.
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Net Sales by Product Group
(In thousands) 2025 2024 2023
Aluminum Extrusions:
Nonresidential building & construction $ 317,064 $ 265,496 $ 273,648
Consumer durables 48,774 31,911 37,257
Automotive 44,581 39,283 46,014
Machinery & equipment 71,928 51,149 41,908
Distribution 19,248 11,750 13,719
Residential building & construction 41,374 36,303 36,774
Electrical 56,006 35,923 25,483
Subtotal 598,975 471,815 474,803
High Performance Films:
Surface protection films 71,852 75,909 47,463
Advanced packaging 27,904 29,290 29,300
Subtotal 99,756 105,199 76,763
Total $ 698,731 $ 577,014 $ 551,566
1. See Note 1 for more information on losses associated with plant shutdowns, asset impairments and restructurings and other items.
2. Cash and cash equivalents includes funds held in locations outside the U.S. of $ 1.9 million and $ 1.6 million at December 31, 2025 and 2024, respectively.
3. Export sales relate primarily to High Performance Films.
4. Corporate depreciation and amortization are included in corporate expenses, net, on the Segment Revenue, Segment Profit (Loss), and Significant Expenses tables above.
5. Excludes related depreciation and amortization.
6. Other expenses include segment allocated employee compensation benefits expense.
13. SAVINGS PLAN
Tredegar has a savings plan that allows eligible employees to voluntarily contribute a percentage of their compensation, up to IRS limitations. Charges recognized for the savings plan were $ 4.3 million in 2025, $ 3.7 million in 2024 and $ 3.8 million in 2023. The provisions of the savings plan provided the following benefits for salaried and certain hourly employees:
• The Company makes matching contributions to the savings plan of $ 1 for every $ 1 an employee contributes per pay period up to a maximum of 5 % of eligible compensation.
• The savings plan includes immediate vesting of matching contributions and automatic enrollment at 3 % of eligible compensation unless the employee opts out or elects a different percentage.
The Company also has a non-qualified plan that restores matching benefits for employees suspended from the savings plan due to certain limitations imposed by income tax regulations (“restoration plan”). The Company’s liability under the restoration plan was $ 0.7 million at December 31, 2025 (consisting of 100,510 phantom shares of common stock) and $ 0.7 million at December 31, 2024 (consisting of 88,148 phantom shares of common stock) and valued at the closing market price on those dates. Charges recognized for the restoration plan were immaterial for the years 2025, 2024 and 2023.
The Tredegar Corporation Benefits Plan Trust (the “Trust”) purchased 7,200 shares of the Company’s common stock in 1998 for $ 0.2 million and 46,671 shares of its common stock in 1997 for $ 1.0 million. There have been no shares purchased since 1998 except for re-invested dividends. The cost of the shares held by the Trust is shown as a reduction to shareholders’ equity in the consolidated balance sheets.
14. CONTINGENCIES
Tredegar is involved in various stages of investigation and remediation relating to environmental matters at certain current and former plant locations. 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 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. While the Company believes it is currently adequately accrued for known environmental issues, it is possible that unexpected future costs for known or unknown environmental issues could have a material adverse effect on its financial condition, results of operations and cash flows at that time.
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The Company is involved in various other legal actions arising in the normal course of business. After taking into consideration the relevant information, the Company believes that it has sufficiently accrued for probable losses and that the actions will not have a material adverse effect on its financial position.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or in which the sellers or third parties involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of its business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. For these reasons, Tredegar is unable to estimate the maximum amount of the potential future liability under the indemnity provisions of these agreements. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and considered to be material.
Under the terms of the agreement pursuant to which the Company sold its former flexible packaging business headquartered in Brazil to Oben, the Company agreed to indemnify Oben for certain liabilities related to Terphane. On January 16, 2026, Oben informed the Company that Terphane received a tax infraction notice from the State Treasury of Pernambuco (“State Treasury”) providing an assessment for the collection of ICMS state value-added tax as well as interest and penalties alleging Terphane made use of certain tax credits without complying with the requirements for the use of such tax credits, for the 2021 and 2022 tax years.
The Company assumed the defense of the matter and filed a response with the State Treasury contesting the assessment. The proceedings are in the early stages of the administrative review process. Any adverse outcomes at the administrative level will be eligible for appeal through judicial processes. The Company has not recorded any liability relating to this notice and cannot reasonably estimate any reasonably possible loss at this time.
15. DIVESTITURES
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). In February 2025, the Company received $ 9.8 million from post-closing settlement of the transaction. 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, 2025, 2024 and 2023:
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Years Ended December 31,
(In thousands) 2025 2024 2023
Revenue and other items
Sales $ — $ 118,382 $ 131,502
Other income (expense), net — 8 2
— 118,390 131,504
Costs and expenses
Cost of goods sold — 97,919 118,669
Freight — 5,598 5,177
Selling, general and administrative 387 7,608 10,819
Research and development — 655 867
Amortization of intangibles — 78 139
Interest expense (a) — 7,532 5,291
Asset impairments and costs associated with exit and disposal activities, net of adjustments — — 107
(Gain) loss on sale of business ( 9,657 ) 74,877 —
Total ( 9,270 ) 194,267 141,069
Income (loss) from discontinued operations before income tax 9,270 ( 75,877 ) ( 9,565 )
Income tax expense (benefit) ( 121 ) ( 10,267 ) ( 2,825 )
Income (loss) from discontinued operations, net of tax $ 9,391 $ ( 65,610 ) $ ( 6,740 )
(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.
At December 31, 2024, assets and liabilities of the discontinued operations totaled $ 0.1 million and $ 0.7 million, respectively. At December 31, 2025, the Company had no remaining assets or liabilities associated with the discontinued operations.
The following table provides significant operating, investing and financing cash flow information for discontinued operations:
Year Ended December 31,
(In thousands) 2025 2024 2023
Operating activities:
Depreciation and amortization $ — $ 2,313 $ 2,865
(Gain) loss on the sale of divested business ( 9,657 ) 74,877 —
Total $ ( 9,657 ) $ 77,190 $ 2,865
Investing activities:
Net proceeds on sale of divested business $ 9,835 $ 54,631 $ —
Capital expenditures — ( 2,489 ) ( 4,323 )
Total $ 9,835 $ 52,142 $ ( 4,323 )
Financing activities
Borrowings $ — $ — $ 20,000
Total $ — $ — $ 20,000
Item 16. FORM 10-K SUMMARY
Not Applicable.
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EXHIBIT INDEX
2.1 Purchase and Sale Agreement, dated as of September 1, 2023, by and among Packfilm US LLC, Film Trading Importacao e Representacao Ltda., Terphane LLC, Terphane Limitada, Tredegar Film Products (Latin America), Inc., Terphane Acquisition Corporation II, TAC Holdings, LLC, Tredegar Investments LLC, Tredegar Corporation and Oben Holding Group S.A.C. (filed as Exhibit 2.1 of Tredegar’s Current Report on Form 8-K (File No. 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. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
3.1.1 Articles of Amendment to Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.3 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
3.1.2 Articles of Amendment to Amended and Restated Articles of Incorporation of Tredegar, as of May 24, 2013 (filed as Exhibit 3.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on May 29, 2013 and incorporated herein by reference)
3.1.3 Articles of Amendment to Amended and Restated Articles of Incorporation of Tredegar, as of May 4, 2016 (filed as Exhibit 3.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on May 6, 2016, 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. 1-10258), filed on August 7, 2023, and incorporated herein by reference)
4.1 Description of Registered Securities (filed as Exhibit 4.1 to Tredegar’s Annual Report on Form 10-K (File No 1-10258) for the year ended December 31, 2019, and incorporated herein by reference)
10.1 Second Amended and Restated Credit Agreement, dated as of June 29, 2022, among Tredegar, as borrower, 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, and the other lenders party thereto (filed as Exhibit 4.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on June 30, 2022, and incorporated herein by reference)
10.1.1 Second Amended and Restated Guaranty, dated as of June 29, 2022, by and among the subsidiaries of Tredegar listed on the signature pages thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined therein) (filed as Exhibit 4.2 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on June 30, 2022, and incorporated herein by reference)
10.1.2 Second Amended and Restated Pledge Agreement, dated as of June 29, 2022, by and among Tredegar and the subsidiaries of Tredegar listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as administrative agent, for the ratable benefit of the Secured Parties (as defined therein) (filed as Exhibit 4.3 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on June 30, 2022, and incorporated herein by reference)
10.1.3 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of November 29, 2022, among Tredegar Corporation, as borrower, 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, and the other lenders party thereto (filed as Exhibit 10.1 of Tredegar’s Second Quarter 2023 Form 10-Q (File No. 1-10258), filed on August 9, 2023, and incorporated herein by reference)
10.1.4 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of August 3, 2023, among Tredegar Corporation, as borrower, 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, and the other lenders party thereto (filed as Exhibit 10.2 of Tredegar’s Second Quarter 2023 Form 10-Q (File No. 1-10258), filed on August 9, 2023, and incorporated herein by reference)
10.1.5 Amendment No. 3, dated December 27, 2023, 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 4.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on December 28, 2023, and incorporated herein by reference)
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10.1.6 Third Amended and Restated Pledge and Security Agreement, dated as of December 27, 2023, by and among Tredegar Corporation and the subsidiaries of Tredegar Corporation listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as administrative agent, for the ratable benefit of the Secured Parties (as defined therein) (filed as Exhibit 4.1 to Tredegar’s Current Report on Form 8-K (File No. 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)
10.1.8 Amendment No. 5, dated May 6, 2025, to Second Amended and Restated Credit Agreement, dated as of 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, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and PNC Capital Markets LLC, as Joint Bookrunners and Joint Lead Arrangers. (filed as Exhibit 10.1 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed on May 9, 2025, 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. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
*10.3 Employee Benefits Agreement, dated as of June 1, 1989, between Tredegar and Ethyl Corporation (filed as Exhibit 10.2 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
10.4 Tax Sharing Agreement, dated as of June 1, 1989, between Tredegar and Ethyl Corporation (filed as Exhibit 10.3 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
10.5 Indemnification Agreement, dated as of June 1, 1989, between Tredegar and Ethyl Corporation (filed as Exhibit 10.4 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
*10.6 Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.7 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
*10.6.1 Amendment to the Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.7.1 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
*10.7 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan (filed as Exhibit 10.6 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2013, and incorporated herein by reference)
*10.7.1 Resolutions of the Executive Committee of the Board of Directors of Tredegar adopted on December 28, 2004 (effective as of December 31, 2004) amending the Tredegar Corporation Retirement Savings Plan Benefit Restoration Plan (filed as Exhibit 10.9.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on December 30, 2004, and incorporated herein by reference)
*10.8 Tredegar 2004 Equity Incentive Plan as Amended and Restated Effective March 27, 2009 (filed as Annex 1 to Tredegar’s Definitive Proxy Statement on Schedule 14A (File No. 1-10258) filed on April 14, 2009 and incorporated herein by reference)
*10.9 Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions (filed as Exhibit 10.3 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on February 27, 2013, and incorporated herein by reference)
*10.10 Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions (filed as Exhibit 10.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on March 1, 2016, and incorporated herein by reference)
*10.11 Form of Notice of Stock Award and Stock Award Terms and Conditions (filed as Exhibit 10.2 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on March 1, 2016, and incorporated herein by reference)
*10.12 Form of Notice of Stock Award and Stock Award Terms and Conditions (filed as Exhibit 10.18 to Tredegar’s Quarterly Report on Form 10-Q (File No. 1-10258) for the quarterly period ended March 31, 2020, and incorporated herein by reference)
*10.13 Form of Notice of Stock Appreciation Right Grant and Stock Appreciation Right Terms and Conditions (filed as Exhibit 10.19 to Tredegar’s Quarterly Report on Form 10-Q (File No. 1-10258) for the quarterly period ended March 31, 2020, and incorporated herein by reference)
*10.14 Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions (filed as Exhibit 10.20 to Tredegar’s Quarterly Report on Form 10-Q (File No. 1-10258) for the quarterly period ended March 31, 2020, and incorporated herein by reference)
*10.15 Tredegar 2018 Equity Incentive Plan, as amended and restated (filed as Annex A to Tredegar’s Definitive Proxy Statement on Schedule 14A (File No. 1-10258) filed on March 25, 2021, and incorporated herein by reference)
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*10.16 Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions (filed as Exhibit 10.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on May 7, 2018, and incorporated herein by reference)
*10.17 Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions (filed as Exhibit 10.3 to Tredegar Corporation’s Registration Statement on Form S-8 (Registration No. 333-230386), filed on March 19, 2019, and incorporated herein by reference)
*10.18 Form of Executive Change-in-Control Severance Agreement (filed as Exhibit 10.1 of Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on October 4, 2023, and incorporated herein by reference)
10.19 Standard Buyout Commitment Agreement, dated October 31, 2023, by and between Tredegar Corporation and Massachusetts Mutual Life Insurance Company (filed as Exhibit 10.1 of Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on November 6, 2023, and incorporated herein by reference)
*10.20 Form of Notice of Phantom Unit Award and Phantom 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)
+ *10.21 Executive Retirement Agreement, General Waiver and Release , d ated January 29, 2026, by and between Tredegar Corporation and John M. Steitz
+ *10.22 Retirement Release and Equity Vesting Agreement, dated December 31, 202 5, by and between Tredegar Corporation and D. Andrew Edwards
19 Insider Trading Policy (filed as Exhibit 19 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2024, and incorporated herein by reference)
+ 21 Subsidiaries of Tredegar
+ 23 Consent of KPMG LLP, Independent Registered Public Accounting Firm
+ 31.1 Certification of President and Chief Executive Officer (Principal Executive Officer) of Tredegar, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+ 31.2 Certification of Vice President and Chief Financial Officer (Principal Financial Officer) of Tredegar, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+ 32.1 Certification of President and Chief Executive Officer (Principal Executive Officer) of Tredegar, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+ 32.2 Certification of Vice President and Chief Financial Officer (Principal Financial Officer) of Tredegar, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97 Executive Incentive-based Compensation Recoupment Policy (filed as exhibit 97 to Tredegar's Annual Report on Form 10-K (File no. 1-10258) for the year ended December 31, 2023, and incorporated her by reference)
+ 101 XBRL Instance Document and Related Items
+ 104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
* Denotes compensatory plans or arrangements or management contracts.
+ Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TREDEGAR CORPORATION
(Registrant)
Dated: March 11, 2026 By /s/ Arijit (Bapi) DasGupta
Arijit (Bapi) DasGupta
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2026.
Signature Title
/s/ Arijit (Bapi) DasGupta President and Chief Executive Officer
(Arijit (Bapi) DasGupta) (Principal Executive Officer)
/s/ Frasier W. Brickhouse, II Vice President, Chief Financial Officer and Treasurer
(Frasier W. Brickhouse, II) (Principal Financial Officer)
/s/ Paul Goldschmiedt Corporate Controller
(Paul Goldschmiedt) (Principal Accounting Officer)
/s/ Gregory A. Pratt Chairman of the Board of Directors
(Gregory A. Pratt)
/s/ George C. Freeman, III Director
(George C. Freeman, III)
/s/ Kenneth R. Newsome Director
(Kenneth R. Newsome)
/s/ David Parks Director
(David Parks)
/s/ Thomas G. Snead, Jr. Director
(Thomas G. Snead, Jr.)
/s/ Carl E. Tack, III Director
(Carl E. Tack, III)
/s/ Christine R. Vlahcevic Director
(Christine R. Vlahcevic)
68