Trinseo plc

11/09/2026 | Press release | Distributed by Public on 11/09/2026 08:56

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

2026 Year-to-Date Highlights

During the three and nine months ended September 30, 2026, Trinseo recognized net loss of $49.1 million and $284.6 million, respectively, and Adjusted EBITDA of $51.0 million and $184.6 million, respectively. Adjusted EBITDA for the quarter and year was impacted by continued low levels of demand due to persistent market uncertainty, which was partially offset by lower fixed costs primarily related to execution of the 2025 Restructuring Plan.

In the first quarter of 2026, the Company elected to utilize the contractually-available grace periods for payment of interest on both the 2028 Term Loan B and our 2029 Refinance Senior Notes and amended the credit agreement governing our Accounts Receivable Securitization Facility to waive the requirement for certain compliance certificate deliverables. Significant debt maturities occur in 2028, including the 2028 Refinance Term Loans, the 2028 Term Loan B, the Accounts Receivable Securitization Facility, and the OpCo Super-Priority Revolver.

In May 2026, Trinseo PLC and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court," and such cases, the "Chapter 11 Cases"). The Chapter 11 Cases were commenced to conduct a comprehensive restructuring of the Company's capital structure (the "Chapter 11 Restructuring Transactions") through a joint prepackaged plan of reorganization (the "Plan") pursuant to a Restructuring Support Agreement between the Company and a majority of its senior lenders, dated as of May 13, 2026 (the "RSA"). If confirmed, the Chapter 11 Restructuring Transactions are expected to discharge and release approximately $2.0 billion of the Company's prepetition funded indebtedness (which, in turn, is expected to reduce annual cash interest by approximately $140.0 million) in exchange for certain recoveries set forth in the Restructuring Term Sheet, including, as applicable, reorganized common interests, cash, subscription rights and takeback term loans, to be effectuated through the Plan.

The Company's supporting senior lenders have committed to support and vote for the Plan and use commercially reasonable efforts to consummate and complete the Chapter 11 Restructuring Transactions. The Company does not expect any material operational impact from the Chapter 11 Restructuring Transactions and plans to continue to operate and serve customers and pay vendors and employees in the ordinary course of business as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Existing lenders are expected to initially receive 100% of the reorganized Company's equity interests through the Chapter 11 Restructuring Transactions. Trade creditors and all other non-funded-debt General Unsecured Claims will be treated as unimpaired. Holders of the Company's existing equity interests are expected to have their equity interests cancelled and will receive no recovery. However, certain members of an ad hoc minority lender group have challenged aspects of the proposed restructuring transactions and Plan treatment through ongoing litigation and related objections in the Chapter 11 Cases. While the Company believes the Plan and related transactions are appropriate and confirmable, the timing and outcome of these matters remain uncertain and could affect the timing and implementation of the Chapter 11 Restructuring Transactions.

Information about the Plan is available through the Company's microsite at www.strengtheningtrinseo.com/. Information about the Chapter 11 Cases, including court filings and other documents, is available through the Company's claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/Home-Index.

As a result of the Company's financial condition, indebtedness, Chapter 11 proceedings, and the uncertainties associated with confirmation and consummation of the Plan, including the resolution of pending disputes and litigation involving certain minority lenders, the Company has concluded that substantial doubt exists about its ability to continue as a going concern within one year after the date of issuance of these condensed consolidated financial statements.

Amendment to Senior Credit Facility Agreement

On April 10, 2026, the Company executed an amendment to its OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company executed another amendment to the OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. These incremental facilities

provide additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.

Exploration for Divestiture of Americas Styrenics

In March 2024, the Company announced it commenced a sale process for the Company's interest in Americas Styrenics, via the initiation of an ownership exit provision in the joint venture agreement. Trinseo and Chevron Phillips Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. We, along with our partner, remain committed to sell Americas Styrenics and restarted the sale process during the second quarter of 2026.

New York Stock Exchange Delisting Notification

On March 2, 2026, we received written notice (the "Notice") from the New York Stock Exchange (the "NYSE") that the NYSE had determined to commence proceedings to delist the Company's ordinary shares. On March 18, 2026, the NYSE filed a Form 25 with the SEC to delist the Company's ordinary shares from the NYSE. The delisting became effective March 30, 2026.

Recent Developments

As disclosed in Part I, Item 1A: Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our business is subject to risks related to the impact of global trade conflicts and the imposition of tariffs by the United States or other countries including those with China, Canada, and the European Union. Although we generally manufacture products and procure raw materials in the regions where our products are sold, these tariffs may negatively impact demand and increase some product costs. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for our customers' products resulting in proportionate reductions in demand for our products. Such conditions could have a material adverse impact on our business, results of operations and cash flows.

Recent geopolitical developments have further increased volatility and uncertainty in global trade and commodity markets, which may exacerbate these risks in periods after the third quarter of 2026.

We continue to closely monitor market developments and engage with our customers and suppliers to analyze how tariffs could impact our business. We are not able to predict whether such tariffs will be permanent, whether new tariffs will be implemented, or which jurisdictions would be impacted. Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the impact of such trade policies on their business. Further changes in trade policy, trade restrictions, tariffs, or other governmental action have the potential to adversely impact our costs, including prices of raw materials, or demand for our products or our customers' products, which in turn could adversely impact our business, financial condition and results of operations. In addition, ongoing legal and regulatory developments relating to the authority, scope and implementation of tariff regimes may further increase uncertainty regarding the timing, application, modification or removal of existing tariffs or the imposition of new tariffs.

Results of Operations

Results of Operations for the Three and Nine months Ended September 30, 2026 and 2025

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Three Months Ended

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Nine Months Ended

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September 30,

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September 30,

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(in millions)

​ ​ ​

2026

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%

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2025

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%

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2026

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%

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2025

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%

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Net sales

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$

778.7

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100

%

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$

743.2

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100

%

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$

2,348.8

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100

%

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$

2,312.3

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100

%

Cost of sales

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725.6

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93

%

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705.8

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95

%

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2,134.3

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91

%

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2,174.5

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94

%

Gross profit

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53.1

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7

%

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37.4

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5

%

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214.5

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9

%

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137.8

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6

%

Selling, general and administrative expenses

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51.1

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7

%

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63.2

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9

%

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239.3

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10

%

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232.3

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10

%

Equity in earnings of unconsolidated affiliate

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9.2

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1

%

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(2.4)

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-

%

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12.5

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1

%

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4.0

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-

%

Operating income (loss)

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11.2

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1

%

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(28.2)

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(4)

%

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(12.3)

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-

%

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(90.5)

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(4)

%

Interest expense, net

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15.1

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2

%

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70.6

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10

%

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166.2

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7

%

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206.7

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9

%

Reorganization items, net

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43.2

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6

%

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-

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-

%

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84.5

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4

%

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-

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-

%

Other expense (income), net

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(4.5)

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(1)

%

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2.6

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-

%

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5.2

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-

%

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(20.4)

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(1)

%

Loss before income taxes

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(42.6)

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(6)

%

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(101.4)

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(14)

%

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(268.2)

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(11)

%

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(276.8)

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(12)

%

Provision for income taxes

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6.5

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1

%

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8.3

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1

%

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16.4

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1

%

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17.4

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1

%

Net loss

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$

(49.1)

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(7)

%

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$

(109.7)

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(15)

%

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$

(284.6)

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(12)

%

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$

(294.2)

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(13)

%

Three Months Ended - September 30, 2026 vs. September 30, 2025

Net Sales

Net sales increased 5% year-over-year, primarily driven by a 13% increase from higher pricing. The increase was partially offset by an 8% decrease from lower sales volumes across Engineered Materials and Polymer Solutions, primarily due to continued end market demand weakness.

Cost of Sales

The 3% increase in cost of sales year-over-year was primarily attributable to a 14% increase from higher pricing. The increase was partially offset by a 7% decrease due to lower volumes and a 4% decrease from lower fixed costs.

Gross Profit

The $15.7 million increase in gross profit was primarily due to both higher margins and pricing, particularly in Polymer Solutions due to commercial actions, as well as lower fixed costs. See the segment discussion below for further information.

Selling, General and Administrative Expenses (SG&A)

The $12.1 million, or 19%, decrease in SG&A was primarily due to a $13.8 million decrease due to the absence non-cash accelerated amortization of capitalized software assets included in the prior year and $7.6 million favorable impact from the recovery of certain legal costs. These benefits were partially offset by a $3.4 million increase in employee-related costs, primarily reflecting higher incentive compensation accruals, and a $2.1 million increase in restructuring costs.

Equity in Earnings of Unconsolidated Affiliate

The increase in equity earnings from Americas Styrenics of $11.6 million was due to the absence of non-recurring adverse impacts of the prior year unplanned outage and increased styrene.

Interest Expense, Net

The decrease in interest expense, net of $55.5 million, or 79%, was primarily attributable to the cessation of interest expense recognition on debt obligations classified as liabilities subject to compromise in connection with the

Chapter 11 Cases after the Petition Date. Refer to Note 10 in the condensed consolidated financial statements for further information.

Reorganization items, Net

The increase in reorganization items, net of $43.2 million for the three months ended September 30, 2026 was primarily attributable to the Company's application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.

Other Expense (Income), Net

Other income, net for the three months ended September 30, 2026 was $4.5 million, which was primarily driven by $1.7 million of net foreign exchange transaction gains and income related to the non-service cost components of net periodic benefit cost of $0.4 million.

Other expense, net for the three months ended September 30, 2025 was $2.6 million, which was primarily driven by $0.8 million of expense related to the non-service cost components of net periodic benefit cost and net foreign exchange transaction losses of $0.4 million.

Provision for (Benefit from) Income Taxes

Provision for income taxes for the three months ended September 30, 2026 totaled $6.5 million, resulting in an effective tax rate of (15.3)%. Provision for income taxes for the three months ended September 30, 2025 totaled $8.3 million, resulting in an effective tax rate of (8.2)%.

The decrease in provision for income taxes for the three months ended September 30, 2026 is primarily driven by the geographical mix of earnings.

Nine Months Ended - September 30, 2026 vs. September 30, 2025

Net Sales

Net sales increased 2% year-over-year, primarily driven by a 5% increase from higher pricing and a 2% increase from favorable foreign currency exchange rate impacts. These increases were partially offset by a 5% decrease from lower sales volumes in Engineered Materials and Polymer Solutions, primarily due to continued end market demand weakness.

Cost of Sales

The 2% decrease in cost of sales was primarily attributable to a 5% decrease due to lower volumes and a 2% decrease from lower fixed costs. These decreases were partially offset by a 3% increase from higher pricing and a 2% increase from unfavorable foreign exchange rate impacts.

Gross Profit

The $76.7 million increase in gross profit was primarily due to both higher margins and pricing, particularly in Polymer Solutions due to commercial actions, as well as lower fixed costs. See the segment discussion below for further information.

Selling, General and Administrative Expenses (SG&A)

The $7.0 million, or 3%, increase in SG&A was primarily due to a $47.4 million increase in costs in connection with preparing for the Company's Chapter 11 filing, incurred prior to the filing date and a $7.0 million increase in employee-related costs, primarily reflecting higher incentive compensation accruals. These increases were partially offset by the absence of $27.1 million of debt refinancing costs and $18.4 million of non-cash accelerated amortization of capitalized software assets recognized in the prior-year period.

Equity in Earnings of Unconsolidated Affiliate

The increase in equity earnings from Americas Styrenics of $8.5 million was due to the absence of non-recurring adverse impacts of the prior year unplanned outage and increased styrene sales.

Interest Expense, Net

The decrease in interest expense, net of $40.5 million, or 20%, was primarily attributable to the cessation of interest expense recognition on debt obligations classified as liabilities subject to compromise in connection with the Chapter 11 Cases after the Petition Date. Refer to Note 10 in the condensed consolidated financial statements for further information.

Reorganization items, Net

The increase in reorganization items, net of $84.5 million for the nine months ended September 30, 2026 was primarily attributable to the Company's application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.

Other Expense (Income), Net

Other expense, net for the nine months ended September 30, 2026 was $5.2 million, which was primarily driven by $6.0 million of losses on extinguishment of debt and $3.4 million of net foreign exchange transaction losses. This was partially offset by $0.8 million of income related to the non-service cost components of net periodic benefit cost.

Other income, net for the nine months ended September 30, 2025 was $20.4 million, which was primarily driven by $26.0 million of license income for polycarbonate technology. The licensing income was partially offset by net foreign exchange transaction losses of $1.6 million and $1.7 million of expense related to the non-service cost components of net periodic benefit cost.

Provision for (Benefit from) Income Taxes

Provision for income taxes for the nine months ended September 30, 2026 totaled $16.4 million, resulting in an effective tax rate of (6.1)%. Provision for income taxes for the nine months ended September 30, 2025 totaled $17.4 million, resulting in an effective tax rate of (6.3)%.

The decrease in provision for income taxes for the nine months ended September 30, 2026 is primarily driven by the geographical mix of earnings.

Selected Segment Information

The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the three and nine months ended September 30, 2026 and 2025. Inter-segment sales have been eliminated. Refer to Note 16 in the condensed consolidated financial statements for further information on our segments, as well as for a detailed definition of Adjusted EBITDA and a reconciliation of income from continuing operations before income taxes to segment Adjusted EBITDA.

Engineered Materials Segment

Our Engineered Materials segment consists of rigid thermoplastic compounds and blends products sold into high growth and high value applications in markets such as consumer electronics, medical and automotive, as well as soft thermoplastic elastomers ("TPEs") products which are sold into markets such as footwear and automotive. The Engineered Materials segment also includes polymethyl methacrylates ("PMMA") and MMA products, which are sold

into a variety of applications including automotive, building and construction, medical, consumer electronics, and wellness, among others.

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Three Months Ended

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Nine Months Ended

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September 30,

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September 30,

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($ in millions)

​ ​ ​

2026

​

​ ​ ​

2025

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​ ​ ​

% Change

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​

2026

​

​ ​ ​

2025

​

​

% Change

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Net sales

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$

258.9

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​ ​ ​

$

273.5

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​ ​ ​

(5)

%

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$

813.4

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​ ​ ​

$

844.0

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(4)

%

Adjusted EBITDA

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$

23.6

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$

33.8

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(30)

%

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$

100.5

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$

90.6

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​ ​ ​

11

%

Adjusted EBITDA margin

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9

%

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12

%

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12

%

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11

%

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Three Months Ended - September 30, 2026 vs. September 30, 2025

The 5% decrease in net sales was primarily attributable to an 8% decrease due to lower sales volumes, particularly in MMA. This decrease was partially offset by a 3% increase from higher price due to pass-through of higher raw material costs.

Adjusted EBITDA decreased $10.2 million, or 30%, due to decreases of $11.1 million, or 33%, from lower margins and $7.2 million, or 21%, from lower sales volumes. These decreases were partially offset by an $8.1 million, or 24%, increase from lower fixed costs.

Nine Months Ended - September 30, 2026 vs. September 30, 2025

The 4% decrease in net sales was primarily attributable to a 6% decrease due to lower sales volumes, particularly in MMA. The increase was partially offset by a 1% increase from lower price due to pass-through of lower raw material costs and market competition and a 1% increase due to favorable foreign exchange rate impacts.

Adjusted EBITDA increased $9.9 million, or 11%, due to increases of $25.2 million, or 28%, from lower fixed costs and a $1.1 million, or 1%, from favorable foreign exchange rate impacts. These increases were partially offset by a $15.5 million, or 17%, decrease due to lower sales volumes and a $0.9 million, or 1%, decrease from lower margins.

Latex Binders Segment

Our Latex Binders segment produces styrene-butadiene latex ("SB latex") and other latex polymers and binders primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a broad range of performance latex binders products, including SB latex, styrene-acrylate latex ("SA latex"), and vinylidene chloride latex for coatings, adhesives, sealants, and elastomers ("CASE") applications.

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Three Months Ended

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Nine Months Ended

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September 30,

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September 30,

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($ in millions)

​ ​ ​

2026

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​ ​ ​

2025

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% Change

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2026

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​ ​ ​

2025

​

​

% Change

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Net sales

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$

236.5

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​ ​ ​

$

198.3

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​ ​ ​

19

%

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$

680.9

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$

611.8

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​ ​ ​

11

%

Adjusted EBITDA

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$

21.7

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$

16.9

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​

28

%

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$

53.9

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$

58.2

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(7)

%

Adjusted EBITDA margin

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9

%

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9

%

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​

8

%

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10

%

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Three Months Ended - September 30, 2026 vs. September 30, 2025

The 19% increase in net sales was primarily attributable to a 16% increase in price due to pass-through of higher raw material costs and a 3% increase in sales volumes.

The $4.8 million, or 28%, increase in Adjusted EBITDA was primarily due to a $5.1 million, or 30%, increase in sales volumes across all businesses, a $0.8 million, or 5%, increase from higher margins, primarily in paper and board applications in Europe, and a $0.4 million, or 2%, increase from favorable currency impacts. These increases were partially offset by a $1.5 million, or 9%, decrease from higher fixed costs.

Nine Months Ended - September 30, 2026 vs. September 30, 2025

The 11% increase in net sales was primarily attributable to a 5% increase in sales volumes, a 4% increase from higher pricing, primarily in paper and board and textile applications in Europe, and a 2% increase from favorable foreign exchange rate impacts.

The $4.3 million, or 7%, decrease in Adjusted EBITDA was primarily due to a $12.7 million, or 22%, decrease due to lower margins, primarily in paper and board applications globally, and a $6.1 million, or 11%, decrease due to higher fixed costs. These decreases were partially offset by an increase of $12.9 million, or 22%, in sales volumes across all businesses, a $1.2 million, or 2%, increase from favorable currency impacts, and a $0.4 million, or 2%, increase in favorable foreign exchange rate impacts.

Polymer Solutions Segment

Our Polymer Solutions segment consists of a variety of polymers, the majority of which are for building and construction applications. The segment includes our mass acrylonitrile butadiene styrene ("ABS"), styrene-acrylonitrile ("SAN"), and polystyrene businesses, as well as our polycarbonate technology.

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Three Months Ended

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Nine Months Ended

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September 30,

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September 30,

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($ in millions)

​ ​ ​

2026

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​ ​ ​

2025

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​ ​ ​

% Change

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​

2026

​

​ ​ ​

2025

​

​

% Change

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Net sales

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$

283.3

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$

271.4

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​ ​ ​

4

%

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$

854.5

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$

856.5

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​ ​ ​

(0)

%

Adjusted EBITDA

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$

12.1

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$

4.1

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​

195

%

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$

79.2

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$

53.8

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​ ​ ​

47

%

Adjusted EBITDA margin

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4

%

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2

%

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9

%

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6

%

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Three Months Ended - September 30, 2026 vs. September 30, 2025

Net sales increased 4% year-over-year, primarily due to a 20% increase from higher pricing. The increase was partially offset by a 15% decrease in sales volumes, primarily in polycarbonate and polystyrene, and a 1% decrease from unfavorable foreign exchange rate impacts.

The $8.0 million, or 195%, increase in Adjusted EBITDA was primarily due to a $13.8 million increase due to higher margins, a $2.7 million increase from lower fixed costs, and a $0.4 million increase from favorable currency impacts. These increases were partially offset by an $8.8 million decrease in sales volumes and a $0.1 million decrease from unfavorable foreign exchange rate impacts.

Nine Months Ended - September 30, 2026 vs. September 30, 2025

Net sales remained relatively flat year-over-year, primarily due to a 10% increase from higher pricing and a 3% increase from favorable foreign exchange rate impacts. These increases were partially offset by a 13% decrease due to lower sales volumes, primarily in polycarbonate and polystyrene.

The $25.4 million, or 47%, increase in Adjusted EBITDA was primarily due to a $58.6 million, or 109%, increase due to higher margins, a $2.6 million, or 5%, increase from lower fixed costs, and a $1.9 million, or 3%, increase from favorable foreign exchange rate impacts. These increases were partially offset by a $24.2 million, or 45%, decrease from unfavorable currency impacts and a $13.5 million, or 25%, decrease due to lower sales volumes.

Americas Styrenics Segment

This segment consists solely of the equity earnings from our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and a key input to many of the Company's products, as well as a key raw material for the production of polystyrene. Major applications for the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.

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Three Months Ended

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Nine Months Ended

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September 30,

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September 30,

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($ in millions)

​ ​ ​

2026

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​ ​ ​

2025

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% Change

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2026

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2025

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% Change

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Adjusted EBITDA*

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$

9.2

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$

(2.4)

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​

483

%

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$

12.5

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$

4.0

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​ ​ ​

213

%

*The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment. As such, Adjusted EBITDA related to this segment is included within "Equity in earnings of unconsolidated affiliates" in the condensed consolidated statements of operations.

Three Months Ended - September 30, 2026 vs. September 30, 2025

The increase in Adjusted EBITDA was mainly due to the absence of non-recurring adverse impacts of the prior year unplanned outage and increased styrene sales.

Nine Months Ended - September 30, 2026 vs. September 30, 2025

The increase in Adjusted EBITDA was mainly due to the absence of non-recurring adverse impacts of the prior year unplanned outage and increased styrene sales.

Non-GAAP Performance Measures

We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt and certain debt issuance costs; asset impairment charges; gains or losses on the dispositions of businesses and assets and related legal costs; restructuring charges; acquisition related costs, certain strategic initiatives and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations.

There are limitations to using financial performance measures such as Adjusted EBITDA. This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use this, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with GAAP.

Adjusted EBITDA is calculated as follows for the three and nine months ended September 30, 2026 and 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

(in millions)

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Net loss

​

$

(49.1)

​ ​ ​

$

(109.7)

​ ​ ​

$

(284.6)

​ ​ ​

$

(294.2)

Interest expense, net

​

15.1

​

70.6

​

166.2

​

206.7

Provision for income taxes

​

6.5

​

8.3

​

16.4

​

17.4

Depreciation and amortization (a)

​

37.8

​

56.4

​

126.4

​

152.2

EBITDA (b)

​

$

10.3

​

$

25.6

​

$

24.4

​

$

82.1

Loss on financing transactions (c)

​

-

​

-

​

​

6.0

​

​

26.5

Net gain on disposition of businesses and assets

​

(1.4)

​

-

​

​

(7.5)

​

​

-

Reorganization items, net (e)

​

​

43.2

​

​

-

​

​

84.5

​

​

-

Restructuring and other charges (d)

​

5.8

​

3.7

​

​

23.8

​

​

21.9

Other items (e)

​

(6.9)

​

1.1

​

​

53.4

​

​

6.3

Adjusted EBITDA

​

$

51.0

​

$

30.4

​

$

184.6

​

$

136.8

(a) During the three months ended September 30, 2025, the Company entered into an agreement to move our current enterprise resource planning ("ERP") system to a cloud based system, triggering an acceleration of the amortization of the capitalized software assets totaling $13.8 million.

During the nine months ended September 30, 2026, the Company recognized $9.2 million for accelerated amortization of capitalized software assets related to our transition of current enterprise resource planning ("ERP") system to a cloud based system. During the nine months ended September 30, 2025, the Company recognized $27.6 million, respectively, for accelerated amortization of capitalized software assets related to our current enterprise resource planning ("ERP") system now being transitioned to a cloud based system which was partially offset by an $8.1 million change in cost estimate related to the Boehlen, Germany Asset Retirement Obligation recognized to realize efficiencies during decommissioning.

(b) EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company's operational performance. We believe the use of EBITDA as a metric assists our board of directors, management, and investors in comparing our operating performance on a consistent basis. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.
(c) Amounts for the three and nine months ended September 30, 2026 primarily relate to fees incurred in conjunction with the Company's ongoing lender negotiations that did not meet the criteria for deferred financing charges as the transaction occurred during the Chapter 11 proceedings and was accounted for in accordance with ASC 852.

Amounts for the three and nine months ended September 30, 2025 primarily relate to fees incurred in conjunction with Company's debt refinancing transaction that did not meet the criteria for deferred financing charges as the transaction was accounted for as a modification of debt in accordance with ASC 470-60. Refer to Note 10 in the condensed consolidated financial statements for further information.

(d) Any fees incurred in connection with the Company's ongoing lender negotiations by the Debtors during the pendency of bankruptcy are included in Reorganization items, net. Other items for the three and nine months ended September 30, 2026 primarily relate to fees incurred in connection with the Company's ongoing lender negotiations incurred before the Company filed for bankruptcy or were incurred by non-Debtor entities.
(e) Amounts for the three and nine months ended September 30, 2026 and 2025 primarily relate to charges incurred in connection with the Company's various restructuring programs. Refer to Note 4 in the condensed consolidated financial statements for further information.
(f) Other items for the three and nine months ended September 30, 2026 primarily relate to fees incurred in connection with the Company's ongoing lender negotiations incurred before the Company filed for bankruptcy or were incurred by non-Debtor entities and $9.7 million awarded to the Company for reimbursement of certain legal costs. Any fees incurred in connection with the Company's ongoing lender negotiations by the Debtors during the pendency of the Chapter 11 bankruptcy is included within Reorganization items, net.

Other items for the three and nine months ended September 30, 2025 primarily relate to fees incurred in conjunction with the Company's legal defense costs associated with Synthos litigation, described in Note 13.

Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2026 and 2025. We have derived the summarized cash flow information from our unaudited financial statements.

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30,

(in millions)

​ ​ ​

2026

​ ​ ​

2025

Net cash provided by (used in):

​

​

​

​ ​ ​

​

​

Operating activities

​

$

(322.3)

​

$

(125.0)

Investing activities

​

​

(23.9)

​

​

(35.0)

Financing activities

​

413.0

​

​

56.0

Effect of exchange rates on cash

​

(2.8)

​

​

6.4

Net change in cash, cash equivalents, and restricted cash

​

$

64.0

​

$

(97.6)

Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2026 totaled $322.3 million, which included a $112.2 million decrease in working capital. Operating cash flows during the nine months ended September 30, 2026 were adversely impacted by a contraction in trade credit from suppliers and other counterparties, higher raw material costs and payments in connection with reorganization items and Chapter 11 proceedings. These

increases were partially offset by non-cash reorganization items of $18.0 million related to the Company's Chapter 11 Cases.

Net cash used in operating activities during the nine months ended September 30, 2025 totaled $125.0 million, which included a $9.1 million decrease in working capital, including the impact of $26.3 million in expenses related to refinancing that were not eligible for capitalization as deferred financing costs.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2026 totaled $23.9 million, which was primarily attributable to capital expenditures, partially offset by the proceeds received from the sale of assets in connection with certain of the Company's restructuring plans.

Net cash used in investing activities during the nine months ended September 30, 2025 totaled $35.0 million, which was primarily attributable to capital expenditures.

Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2026 totaled $413.0 million. During the nine months the Company drew $171.4 million and $304.6 million in proceeds from the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, and repaid $144.7 million and $44.8 million on the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, principally related to funding working capital trade contraction through the quarter. The Company also received $142.5 million in borrowings under the DIP Facilities.

Net cash provided by financing activities during the nine months ended September 30, 2025 totaled $56.0 million. During the nine months the Company drew $140.0 million and $150.0 million in proceeds and repaid $75.0 million and $120.0 million from the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, principally related to funding working capital through the quarter. This activity also included the issuance of additional 2028 Refinance Term Loans ($115.0 million of aggregate principal) in exchange for the redemption of the 2025 Senior Notes ($115.0 million reduction in aggregate principal), $19.8 million of debt issuance costs that met the criteria for deferred financing charges, $1.2 million of dividends paid, and $2.8 million of net repayments of short-term borrowings.

Free Cash Flow

We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company's liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides an indicator of the Company's ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that Free Cash Flow provides management and investors with useful analytical indicator of our ability to service our indebtedness, pay dividends (when declared), and meet our ongoing cash obligations.

Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not be used as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As a result, it may be difficult to use this, or similarly-named financial measures that other companies may use, to compare the liquidity and cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cash provided by operating activities from continuing operations, which is determined in accordance with GAAP.

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30,

(in millions)

​ ​ ​

2026

​ ​ ​

2025

Cash used in operating activities

​

$

(322.3)

​

$

(125.0)

Capital expenditures

​

​

(32.6)

​

​

(35.0)

Free Cash Flow

​

$

(354.9)

​

$

(160.0)

Refer to the discussion above for significant impacts to cash used in operating activities for the nine months ended September 30, 2026 and 2025.

Capital Resources and Liquidity

We require cash primarily to fund day-to-day operations, purchase raw materials, finance capital expenditures and other initiatives, and service our outstanding indebtedness. Our principal sources of liquidity consist of cash and cash equivalents on hand and availability under the revolving facilities; the DIP Facilities, OpCo Super-Priority Revolver and the accounts receivable securitization facilities.

During the nine months ended September 30, 2026, the Company entered into certain amendments and limited waivers with lenders under certain of its credit facilities and elected not to make certain interest payments. The Company's failure to make certain interest payments constituted events of default under certain credit agreements and debt instruments and resulted in the related obligations becoming immediately due and payable; however, following the Petition Date, enforcement of such obligations became subject to the automatic stay provisions of the Bankruptcy Code. As a result, as of September 30, 2026, substantially all prepetition indebtedness was reclassified to liabilities subject to compromise in accordance with ASC 852, Reorganizations and the Company did not recognize approximately $62.2 million and $84.5 million, respectively, of contractual interest expense that would have been recognized if not for the Chapter 11 Cases as of the three and nine months ended September 30, 2026.

The Company continues to engage with its financial stakeholders regarding implementation of the Chapter 11 Restructuring Transactions. The timing and outcome of the Chapter 11 Cases, including confirmation and consummation of the Plan, remain subject to significant risks and uncertainties.

As of September 30, 2026, the Company had available liquidity of $186.2 million, consisting of $180.9 million of cash and cash equivalents and approximately $5.3 million of availability under the Accounts Receivable Securitization Facility.

Net cash used in operating activities during the nine months ended September 30, 2026 totaled $322.3 million, including a $112.2 million use of cash from changes in working capital. Operating cash flows during the quarter were adversely impacted by a significant contraction in trade credit from suppliers and other counterparties, which resulted in accelerated payment terms and higher cash outflows for raw materials and other operating costs. These impacts occurred notwithstanding the Company's non-payment of certain contractual interest obligations during the period and resulted in an outsized working capital use relative to historical levels.

As of September 30, 2026 and December 31, 2025, the Company had $3,020.9 million and $2,591.4 million, respectively, of outstanding indebtedness. The Company's debt structure includes the 2029 Refinance Senior Notes, the 2028 Refinance Term Loans, the 2028 Term Loan B, the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility, each of which is further described below and in the accompanying notes to the condensed consolidated financial statements.

On April 10, 2026, the Company executed an amendment to its OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company executed another amendment to the OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. These incremental facilities provide additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.

The Company continues to actively manage liquidity through disciplined working capital management, evaluation of contractual obligations and implementation of productivity and cost-reduction initiatives. As described above, the Company is involved in a Chapter 11 filing to conduct a comprehensive restructuring of its capital structure.

We have incurred recurring net losses and negative operating cash flows and expect to continue operating at a net loss in the near term. While we believe that our current liquidity resources provide near-term flexibility, our ability to meet liquidity requirements longer term remains dependent on market conditions, demand recovery, and the successful execution of the Chapter 11 Restructuring Transactions. Our liquidity could be depleted more rapidly than anticipated due to further deterioration in demand, additional tightening of trade credit, macroeconomic uncertainty or other factors beyond our control.

Contractual Obligations and Commercial Commitments

There have been no material revisions outside the ordinary course of business to our contractual obligations as described within "Management's Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations and Commercial Commitments" within our Annual Report.

Critical Accounting Policies and Estimates

Our unaudited interim condensed consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our critical accounting policies and estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations" within our Annual Report. There have been no material revisions to the significant accounting policies or critical accounting policies and estimates as filed in our Annual Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

We describe the impact of recent accounting pronouncements in Note 2 of our condensed consolidated financial statements, included elsewhere within this Quarterly Report.

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