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What changed in Ecovyst Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ecovyst Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+440 added−545 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Ecovyst Inc.'s 2025 10-K

440 paragraphs added · 545 removed · 338 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

81 edited+7 added−78 removed30 unchanged
Biggest changeKey End Uses Significant Growth Drivers Key Products Clean Fuels, Emission Control & Other • Global regulatory requirements to: • Refining hydrocracking catalysts • Reduce sulfur from diesel and gasoline • Emission control catalysts • Remove nitrogen oxides from tailpipe emissions • Catalyst supports used in the production of sustainable fuels such as renewable diesel • Growing demand for sustainable fuels • Catalysts used in production of sustainable aviation fuels • Growing demand for ex-situ catalyst activation to support traditional and sustainable fuels production • Catalyst activation • Improve lubricant characteristics to improve fuel efficiencies • Aluminum sulfate solution • Municipal and industrial water treatment • Ammonium bisulfite solution Polyethylene, Polymers & Engineered Plastics • Demand for high-density polyethylene used for strengthening and light weighting components • Catalysts and catalyst supports for high-density polyethylene and chemicals syntheses • Demand for durable packaging • Antiblock for film packaging • Growing demand for recycling of materials • Catalyst for advanced recycling Regeneration and Treatment Services • Increase gasoline octane in order to improve fuel efficiency while lowering vapor pressure and sulfur to regulated levels • Sulfuric acid regeneration services • High industry utilization • Hazardous waste treatment services • Growing demand for applications in hazardous and non-hazardous waste Industrial, Mining & Automotive • Demand for metals and minerals for low carbon technologies and infrastructure • Virgin sulfuric acid for mining • Demand for a wide range of products including construction materials, auto, consumer goods, petrochemicals and chemicals • Virgin sulfuric derivatives for industrial production • Recovery in global oil drilling/U.S. copper production • Virgin sulfuric derivatives for nylon production 4 Table of Con ten ts The table below summarizes sales for the years ended December 31, 2024, 2023 and 2022, respectively: December 31, 2024 December 31, 2023 December 31, 2022 Key End Uses Sales % of Sales Zeolyst JV Sales (1) % of Zeolyst JV sales (2) Sales % of Sales Zeolyst JV Sales (1) % of Zeolyst JV sales (2) Sales % of Sales Zeolyst JV Sales (1) % of Zeolyst JV sales (2) (in millions, except percentages) Clean Fuels, Emission Control & Other Ecovyst $ 34.0 5.0 % $ — — % $ 29.9 4.0 % $ — — % $ 29.0 4.0 % $ — — % Zeolyst Catalyst — — % 90.2 77.0 % — — % 127.0 81.0 % — — % 103.4 78.0 % Polyethylene, Polymers & Engineered Plastics Ecovyst $ 106.2 15.0 % $ — — % $ 106.2 15.0 % $ — — % $ 117.7 14.0 % $ — — % Zeolyst Catalyst — — % 26.3 23.0 % — — % 29.5 19.0 % — — % 29.2 22.0 % Regeneration and Treatment Services Ecovyst $ 357.4 51.0 % $ — — % $ 354.6 52.0 % $ — — % $ 342.6 42.0 % $ — — % Zeolyst Catalyst — — % — — % — — % — — % — — % — — % Industrial, Mining & Automotive Ecovyst $ 206.9 29.0 % $ — — % $ 200.4 29.0 % $ — — % $ 330.9 40.0 % $ — — % Zeolyst Catalyst — — % — — % — — % — — % — — % — — % Total $ 704.5 $ 116.5 $ 691.1 $ 156.5 $ 820.2 $ 132.6 (1) Represents 50% of the Zeolyst Joint Venture (the “Zeolyst Joint Venture” or “Zeolyst JV”) sales for each of the years ended December 31, 2024, 2023 and 2022, respectively.
Biggest changeKey End Uses Significant Growth Drivers Key Products Regeneration and Treatment Services • Increase gasoline octane in order to improve fuel efficiency while lowering vapor pressure and sulfur to regulated levels • Regenerated sulfuric acid • High industry utilization • Hazardous waste treatment services • Growing demand for applications in hazardous and non-hazardous waste Industrial, Mining & Automotive • Demand for metals and minerals for low carbon technologies and infrastructure • Virgin sulfuric acid for mining • Demand for a wide range of products including construction materials, auto, consumer goods, petrochemicals and chemicals • Virgin sulfuric acid derivatives for industrial production • Recovery in global oil drilling/U.S. copper production • Virgin sulfuric acid derivatives for nylon production Other • Growing demand for ex-situ catalyst activation to support traditional and sustainable fuels production • Catalyst activation • Improve lubricant characteristics to improve fuel efficiencies • Aluminum sulfate solution • Municipal and industrial water treatment • Ammonium bisulfite solution The table below summarizes sales for the years ended December 31, 2025, 2024 and 2023, respectively: December 31, 2025 December 31, 2024 December 31, 2023 Key End Uses Sales % of Sales Sales % of Sales Sales % of Sales (in millions, except percentages) Regeneration and Treatment Services $ 361.2 49.9 % $ 357.4 59.7 % $ 354.6 60.6 % Industrial, Mining & Automotive $ 327.9 45.3 % $ 206.9 34.6 % $ 200.4 34.3 % Other $ 34.4 4.8 % $ 34.0 5.7 % $ 29.8 5.1 % Total $ 723.5 $ 598.3 $ 584.8 4 Table of Contents Competitive Business Strengths Favorable Secular Growth Trends Across the Portfolio We focus on serving end use applications where we believe our competencies can create value and where significant growth potential exists.
Each Ecovyst facility has developed and implemented specific critical occupational health, safety, environmental, security and loss control programs. We also have strong Health and Safety (“H&S”) and Environmental and Sustainability (“E&S”) organizations staffed by professionals who are responsible for health, safety, process safety, sustainability, product stewardship and product safety regulatory compliance.
Each Ecovyst facility has developed and implemented specific critical occupational health, safety, environmental, security and loss control programs. We also have strong Health and Safety (“H&S”) and Environmental and Sustainability (“E&S”) organizations staffed by professionals who are responsible for health, safety, process safety, environmental, sustainability, product stewardship and product safety regulatory compliance.
Based on our chemicals and the various regulations promulgated to date, we do not anticipate costly testing requirements nor severe restrictions, but cannot guarantee that we will not be subject to requirements for our products or raw materials that could materially affect our operations.
Based on our chemicals and the various regulations promulgated to date, we do not anticipate costly testing requirements nor severe restrictions, but we cannot guarantee that we will not be subject to requirements for our products or raw materials that could materially affect our operations.
We believe recent trends for increased alkylate production are being driven by: rising demand for premium gasoline used in smaller, more efficient turbocharged engines, which requires an alkylate content of approximately 40%-45%, as compared to the approximately 12%-13% alkylate content in regular gasoline; the need for more alkylate to meet the minimum octane ratings in regular gasoline following the continued significant share growth of shale oil refining in the U.S.; the full implementation of Tier 3 gasoline sulfur standards in the United States enacted in 2020, which requires the blending of additional low sulfur, high octane gasoline components such as alkylate; and rising gasoline exports, which gasoline generally contains no ethanol and generally requires more alkylate to replace the missing ethanol in order to meet minimum octane requirements in the destination countries.
We believe recent trends for increased alkylate production are being driven by the following factors: rising demand for premium gasoline used in smaller, more efficient turbocharged engines, which requires an alkylate content of approximately 40%-45%, as compared to the approximately 12%-13% alkylate content in regular gasoline; the need for more alkylate to meet the minimum octane ratings in regular gasoline following the continued significant share growth of shale oil refining in the U.S.; the full implementation of Tier 3 gasoline sulfur standards in the United States enacted in 2020, which requires the blending of additional low sulfur, high octane gasoline components such as alkylate; and rising gasoline exports, which gasoline generally contains no ethanol and generally requires more alkylate to replace the missing ethanol in order to meet minimum octane requirements in the destination countries.
Our governance programs and policies start with a strong tone at the top and are summarized in our Executive Statement on Ethics and Compliance, which has been issued by our CEO and our Chief Compliance Officer and distributed throughout the organization.
Our governance programs and policies start with a strong tone at the top and are summarized in our Executive Statement on Ethics and Compliance, which has been issued by our Chief Executive Officer and our Chief Compliance Officer and distributed throughout the organization.
Using tools such as our Supplier Code of Conduct and contractual provisions, we also hold our business partners to these same standards. We further our people by acknowledging our workforce is key to our success. We offer highly competitive salaries, benefits, developmental opportunities and work/life balance. We proactively seek to attract, incentivize and retain a talented and motivated workforce.
Using tools such as our Supplier Code of Conduct and contractual provisions, we also hold our business partners to these same standards. We support our people by acknowledging our workforce is key to our success. We offer highly competitive salaries, benefits, developmental opportunities and work/life balance. We proactively seek to attract, incentivize and retain a talented and motivated workforce.
The further information contained on our website is not incorporated herein by reference and is not a part of this Annual Report on Form 10-K.
The information contained on our website is not incorporated herein by reference and is not a part of this Annual Report on Form 10-K.
These price adjustments generally reflect our Ecoservices segment’s actual cost structure in producing sulfuric acid, and tend to provide us with some protection against volatility in labor, fixed costs and raw material pricing. Freight expenses are generally passed through directly to customers. Our products are produced from readily available raw materials.
These price adjustments generally reflect our actual cost structure in producing sulfuric acid and tend to provide us with some protection against volatility in labor, fixed costs and raw material pricing. Freight expenses are generally passed through directly to customers. Our products are produced from readily available raw materials.
Since storage space for fresh and spent sulfuric acid is typically limited, and the cost to refineries of interruption to their alkylation units would be significant, refineries seek to have a continuous and reliable source of supply for sulfuric acid regeneration services.
Because storage space for fresh and spent sulfuric acid is typically limited, and the cost to refineries of interruption to their alkylation units would be significant, refineries seek to have a continuous and reliable source of supply for sulfuric acid regeneration services.
We also have a Vice President of Environmental and Sustainability as well as Regional Environmental Specialists, Managers and Directors who are onsite to provide environmental expertise and support operating sites. Certain, larger sites may have dedicated environmental or health and safety personnel.
We also have a Vice President of Environmental and Sustainability as well as Regional Environmental Specialists, Managers and Directors who are onsite to provide environmental expertise and support operating sites. Certain larger sites have dedicated environmental and health and safety personnel.
We believe that stringent fuel efficiency standards that spur the use of high compression engines requiring higher-octane gasoline and continued stringent regulatory requirements for gasoline will continue to encourage strong alkylate production at our refining customers. We believe that our Ecoservices segment is well positioned to benefit from any related growth in demand for alkylate.
We believe that stringent fuel efficiency standards that spur the use of high compression engines requiring higher-octane gasoline and continued stringent regulatory requirements for gasoline will continue to encourage strong alkylate production at our refining customers. Our business is well positioned to benefit from any related growth in demand for alkylate.
Regenerated sulfuric acid is produced by thermally decomposing the spent acid in our furnace into a clean gas stream, which is converted into sulfuric acid. Virgin sulfuric acid is produced by burning sulfur and certain sulfur-rich components at high temperatures within a furnace to create a gas stream. The chart below summarizes the manufacturing platform for our Ecoservices segment.
Regenerated sulfuric acid is produced by thermally decomposing the spent acid in our furnace into a clean gas stream, which is converted into sulfuric acid. Virgin sulfuric acid is produced by burning sulfur and certain sulfur-rich components at high temperatures within a furnace to create a gas stream. The chart below summarizes the manufacturing platform for our business.
Virgin sulfuric acid is produced at all of our facilities utilizing the same production equipment as our regeneration services. Our treatment services business is a niche offering providing a thermal destruction solution for the management of bulk quantities of hazardous and non-hazardous by-products, co-products and waste materials.
Virgin sulfuric acid is produced at all of our facilities utilizing the same production equipment as our regeneration services product group. Treatment services is a niche offering providing a thermal destruction solution for the management of bulk quantities of hazardous and non-hazardous by-products, co-products and waste materials.
The principles set forth in the Executive Statement are codified in our Code of Conduct, which sets forth the legal and ethical standards to which our employees must adhere, including (a) acting with integrity, (b) avoiding actual or apparent conflicts of interest, (c) complying with the laws and regulations of federal, state, provincial, local governments, and other appropriate regulatory agencies, (d) complying with all laws and regulations prohibiting fraud, bribery, corrupt practices, anti-competitive activities and trading with embargoed persons and countries, (e) complying with all company policies and procedures, and (f) actively promoting ethical behavior in the workplace. 18 Table of Con ten ts Our governance programs and policies can be found on the Company’s sustainability webpages, which are routinely updated and includes a description of our enterprise risk management program and our policies on child labor, human trafficking, anti-harassment, antibribery, and cybersecurity all of which are evaluated by third-parties, including EcoVadis.
The principles set forth in the Executive Statement are codified in our Code of Conduct, which sets forth the legal and ethical standards to which our employees must adhere, including (a) acting with integrity, (b) avoiding actual or apparent conflicts of interest, (c) complying with the laws and regulations of federal, state, provincial, local governments, and other appropriate regulatory agencies, (d) complying with all laws and regulations prohibiting fraud, bribery, corrupt practices, anti-competitive activities and trading with embargoed persons and countries, (e) complying with all company policies and procedures, and (f) actively promoting ethical behavior in the workplace. 12 Table of Contents Our governance programs and policies can be found on the Company’s sustainability webpages, which are routinely updated and include a description of our enterprise risk management program and our policies on child labor, human trafficking, anti-harassment, antibribery, and cybersecurity, all of which are evaluated by third parties, including EcoVadis.
We believe that our value-added products and services have proven to be critical to the performance of our customers’ products and typically represent only a small portion of our customers’ overall end-product costs. We believe our strong commercial contact structure enables our businesses to generate strong operating cash flow.
We believe that our value-added products and services have proven to be critical to our customers’ operations and products and typically represent only a small portion of our customers’ overall end-product costs. We believe our strong commercial contact structure enables our businesses to generate strong operating cash flow.
Most of our Ecoservices contracts feature minimum volume protection and/or quarterly price adjustments for items such as commodity inputs, labor, the Chemical Engineering Plant Cost Index and natural gas. In 2024, approximately 90% of our Ecoservices segment sales occurred under contracts that included some form of raw material pass-through clause.
Most of our contracts feature minimum volume protection and/or quarterly price adjustments for items such as commodity inputs, labor, the Chemical Engineering Plant Cost Index and natural gas. In 2025, approximately 90% of our sales occurred under contracts that included some form of raw material pass-through clause.
Our H&S and E&S organizational structures feature executive management-level leadership, active oversight by our Board and dedicated H&S and E&S experts on staff. We have a Global Director of Health, Safety and Process Safety Management and also have Regional H&S Specialists and Managers who are embedded in the field and provide H&S expertise and support to operating sites.
Our H&S and E&S organizational structures feature executive management-level leadership, active oversight by our Board and dedicated H&S and E&S experts on staff. We have Health, Safety and Process Safety Management leadership and also have Regional H&S Specialists and Managers who are embedded in the field and provide H&S expertise and support to operating sites.
Our global performance management and succession planning processes are designed to provide sufficient talented personnel to fill key leadership, innovation and manufacturing roles well into the future and to better prepare employees for their future at the Company. We review our compensation and benefits programs periodically to ensure continued competitiveness.
Our global performance management and succession planning processes are designed to provide sufficient talented personnel to fill key leadership, innovation and manufacturing roles well into the future and to better prepare employees for their future at the Company. 10 Table of Contents We review our compensation and benefits programs periodically to ensure continued competitiveness.
While offering products and services that help our customers to advance their own sustainability goals, we also work to advance our commitment to maintain sound environmental, social and governance practices, policies and procedures. For example, we: • Were awarded a 2024 Platinum Sustainability Rating from EcoVadis, a third-party sustainability evaluation company.
While offering products and services that help our customers to advance their own sustainability goals, we also work to advance our commitment to maintain sound environmental, social and governance practices, policies and procedures. For example, we: • Were awarded a 2025 Gold Sustainability Rating from EcoVadis, a third-party sustainability evaluation company.
As part of our sustainability commitment regarding our own operations, we apply the principles of the Environmental Management standard of the International Organization for Standardization (ISO 14001) at our facilities throughout the world. For all of our facilities in the United States, we also adhere to the Responsible Care® RC14001 Technical Specifications of the American Chemistry Council (“ACC”).
As part of our sustainability commitment regarding our own operations, we apply the principles of the Environmental Management standard of the International Organization for Standardization (ISO 14001) at our facilities. For our United States facilities, we also adhere to the Responsible Care® RC14001 Technical Specifications of the American Chemistry Council (“ACC”).
This commitment applies to all terms and conditions of employment, including recruiting, hiring, placement, advancement, training, transfer, demotion, lay off and recall, termination, compensation and benefits. 16 Table of Con ten ts It is our policy to comply with all applicable laws and regulations in each jurisdiction in which we operate in order to provide appropriate working conditions for our colleagues.
This commitment applies to all terms and conditions of employment, including recruiting, hiring, placement, advancement, training, transfer, demotion, lay off and recall, termination, compensation and benefits. It is our policy to comply with all applicable laws and regulations in each jurisdiction in which we operate in order to provide appropriate working conditions for our colleagues.
We believe the combination of attractive operating margins, growing end uses and generally predictable maintenance capital expenditure requirements improves our ability to generate attractive cash flows. 3 Table of Con ten ts Our Product End Uses The table below summarizes our key end use applications and products, as well as the significant growth drivers in those applications.
We believe the combination of attractive operating margins and generally predictable maintenance capital expenditure requirements improves our ability to generate attractive cash flows. 3 Table of Contents Our Product End Uses The table below summarizes our key end use applications and products, as well as the significant growth drivers in those applications.
We maintain policies and procedures to monitor and control HSE risks, and to enable compliance with applicable state, national, and international HSE requirements. We have comprehensive HSE compliance, auditing and management programs in place to assist in our compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate.
We maintain policies and procedures to monitor and control HSE risks, and to enable compliance with applicable state, national, and international HSE requirements. We have comprehensive HSE compliance, auditing and management 9 Table of Contents programs in place to assist in our compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate.
Under some of these regulations, as the current or former owner or operator of a property, we could be held liable for the costs of removal or remediation of hazardous substances on or under property, without regard to whether we knew of or caused the contamination, and regardless of whether the practices that resulted in the contamination were permitted at the time they occurred.
Under some of these regulations, as the current or former owner or operator of a property, we could be held liable for the costs of removal or remediation of hazardous substances on or under property or for natural resource damages allegedly associated with these conditions, without regard to whether we knew of or caused the contamination, and regardless of whether the practices that resulted in the contamination were permitted at the time they occurred.
In accordance with SEC rules, we intend to disclose any amendment (other than any technical, administrative or other non-substantive) to the Code of Business Conduct, or any waiver of any provision thereof with respect to any of our executive officers, on our website within four business days following such amendment or waiver. 20 Table of Con ten ts
In accordance with SEC rules, we intend to disclose any amendment (other than any technical, administrative or other non-substantive) to the Code of Business Conduct, or any waiver of any provision thereof with respect to any of our executive officers, on our website within four business days following such amendment or waiver. 14 Table of Contents
In addition, our Vice President Environmental and Sustainability oversees a team of environmental personnel that serve our operating sites. As an ACC Responsible Care® member company, we continue to monitor and report our HSE metrics annually.
In addition, our Vice President Environmental and Sustainability oversees a team of Regional Environmental Specialists, Managers and Directors that serve our operating sites. As an ACC Responsible Care® member company, we continue to monitor and report our HSE metrics annually.
Our Ecoservices segment is mostly regional due to shipping costs and our customer integration requirements. Our network of facilities is concentrated in the Gulf Coast and the state of California, where approximately 63% of the United States refining capacity is located.
Our business is mostly regional due to shipping costs and our customer integration requirements. Our network of facilities is concentrated in the Gulf Coast and the state of California, where approximately 64% of the United States refining capacity is located.
Ecoservices Our Ecoservices segment is a leading provider of sulfuric acid recycling (“regeneration services”) and end-to-end logistics to North American refineries to support the production of alkylate, a high value gasoline blending component required for meeting gasoline specifications and producing premium grade fuel.
We are a leading provider of sulfuric acid recycling (“regeneration services”) and end-to-end logistics to North American refineries to support the production of alkylate, a high value gasoline blending component required for meeting gasoline specifications and producing premium grade fuel.
Additionally, product can be shipped to our customers by barge, rail and truck. 9 Table of Con ten ts Primary Product Groups Regeneration services serves a critical need for refining customers. Sulfuric acid serves as a catalyst in the alkylation production process.
Additionally, product can be shipped to our customers by barge, rail and truck. 6 Table of Contents Primary Product Groups Our regeneration services product group serves a critical need for refining customers. Sulfuric acid serves as a catalyst in the alkylation production process.
As a result, we believe that our integrated and strategically located network of facilities and end-to-end logistics assets in the United States provide us with a significant competitive advantage and would be costly for our competitors to replicate. 10 Table of Con ten ts Manufacturing We provide regeneration services and produce virgin sulfuric acid through our furnace operations.
As a result, we believe that our integrated and strategically located network of facilities and end-to-end logistics assets in the United States provide us with a significant competitive advantage and would be costly for our competitors to replicate. 7 Table of Contents Manufacturing We provide regenerated sulfuric acid and produce virgin sulfuric acid through our furnace operations.
Secured Contractual Pass-through of Raw Material Costs Support Stable Margins We have been able to mitigate the impact of raw material or energy price volatility using a variety of mechanisms, including raw material cost pass-through mechanisms in our sales contracts and other adjustment provisions.
This customer represented 12% or $89 million of our sales during this period. Secured Contractual Pass-through of Raw Material Costs Support Stable Margins We have been able to mitigate the impact of raw material or energy price volatility using a variety of mechanisms, including raw material cost pass-through mechanisms in our sales contracts and other adjustment provisions.
Stable Margins and Cash Flow Generation Across Changing Macroeconomic Cycles The secular trends supporting many of our business segments has allowed us to maintain stable margins while continuing to grow in different macroeconomic environments. We believe that the stability of our margins and cash flows is also aided by long-term sales contracts and material cost pass-through provisions.
Stable Margins and Cash Flow Generation Across Changing Macroeconomic Cycles The secular trends supporting our businesses have allowed us to maintain stable margins while continuing to grow and perform throughout challenging macroeconomic environments. We believe that the stability of our margins and cash flows is also aided by long-term sales contracts and material cost pass-through provisions.
We also use natural gas and electricity in our manufacturing process, with our North American facilities benefiting from the plentiful supplies of shale gas. In addition, we have long-term supply relationships with many of our key raw materials suppliers.
We also use natural gas in our manufacturing process where our North American facilities have benefited from the plentiful supplies of shale gas. In addition, we have long-term contracts and relationships with many of our key raw material suppliers.
We also believe we have opportunities to displace other less environmentally friendly materials for industrial and consumer good applications through our business segments. Our Ecoservices segment is the largest North American recycler of sulfuric acid and one of the largest consumers of refinery by-products of sulfur, enabling them to be converted to other applications.
We also believe we have opportunities to displace other less environmentally friendly materials for industrial and consumer good applications. We are the largest North American recycler of sulfuric acid and one of the largest consumers of refinery sulfur by-products, enabling them to be converted for use in other applications.
We believe we have good relationships with our employees and their respective works councils, unions and other bargaining representatives. This international strength, supported by our core values of SHINE, fosters a rich culture founded on diversity of thought.
We believe we have good relationships with our employees and their respective unions and other bargaining representatives. Our strengths, supported by our core values of SHINE, foster a rich culture founded on diversity of thought.
Leading Supply Positions We believe that we maintain a leading supply position for certain products sold within each of our segments, holding what we estimate to be the number one or two supply share position in 2024 for products that generated more than 90% of our sales.
Leading Supply Positions We believe that we maintain a leading supply position, holding what we estimate to be the number one or two supply share position in 2025 for products that generated more than 95% of our sales.
We believe that our global footprint and efficient network of strategically located manufacturing facilities provide us with a strong competitive advantage in serving our customers both regionally as well as globally. Our products typically constitute a small portion of our customers’ overall end-product costs, yet are critical to product performance.
We believe that our footprint and efficient network of strategically located manufacturing and regeneration facilities provide us with a strong competitive advantage in serving our customers. Our products and services typically represent a small portion of our customers’ overall end-product costs, yet are critical to their processes.
ITEM 1. BUSINESS. Ecovyst Inc. (“Ecovyst” or the “Company”), formerly PQ Group Holdings Inc. (“PQ Group Holdings”) was incorporated in Delaware on August 7, 2015. We trace our roots to the late 1800’s with our first sulfuric acid plant and the beginning of our oldest customer relationship.
ITEM 1. BUSINESS. Ecovyst Inc. (“Ecovyst” or the “Company”), formerly PQ Group Holdings Inc., was incorporated in Delaware on August 7, 2015. We trace our roots to the late 1800s with our first sulfuric acid plant and the beginning of our oldest customer relationship. Our common stock is listed on the New York Stock Exchange under the stock ticker “ECVT”.
Our Corporate Governance Guidelines, Code of Business Conduct and the charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Health, Safety and Environment Committee of our Board of Directors are also available on our website and are available in print to any shareholder upon request by writing to Ecovyst Investor Relations, 300 Lindenwood Drive, Malvern, PA 19355.
Our Corporate Governance Guidelines, Code of Business Conduct and the charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Health, Safety and Environment Committee of our Board of Directors are also available on our website and are available in print to any stockholder upon request by writing to Ecovyst Investor Relations, 600 Lee Road, Suite 200, Wayne, PA 19087.
Again, we apply the principles of the Environmental Management standard of the International Organization for Standardization (ISO 14001) at our facilities throughout the world. For all of our facilities in the United States, we also adhere to the Responsible Care® RC14001 Technical Specifications of the American Chemistry Council.
Again, we apply the principles of the Environmental Management standard of the International Organization for Standardization (ISO 14001) at our facilities, and we also adhere to the Responsible Care® RC14001 Technical Specifications of the American Chemistry Council covering health, safety, environmental, and security.
We have a Global Director of Health, Safety and Process Safety Management as well as Regional HSE Specialists and Managers who are embedded in the field and provide health and safety expertise and support to operating sites.
We have Health, Safety and Process Safety Management leadership and Regional HS Specialists and Managers who are embedded in the field and provide health and safety expertise and support to operating sites.
Environmental Stewardship Our products and technologies continue to address our customers’ sustainability challenges, tightening global regulatory standards and changing consumer preferences. In our Ecoservices segment, we provide regeneration services that avoid significant landfill or deep well disposal of spent, or used, sulfuric acid.
The sections that follow provide some highlights of related programs and procedures. Environmental Stewardship Our products and technologies continue to address our customers’ sustainability challenges, tightening global regulatory standards and changing consumer preferences. We provide regeneration services that avoid significant landfill or deep well disposal of spent, or used, sulfuric acid and related hazardous and nonhazardous waste streams.
We maintain appropriate information security policies and procedures reasonably designed to ensure the safeguarding of confidential information including, where appropriate, data encryption, access controls and employee awareness training. 14 Table of Con ten ts We own or have rights to a number of patents relating to our products and processes.
We maintain appropriate information security policies and procedures reasonably designed to ensure the safeguarding of confidential information including, where appropriate, data encryption, access controls and employee awareness training. We own or have rights to a number of patents relating to our products and processes. As of December 31, 2025, we owned 5 patented inventions in the United States.
We believe we are a leader in each of our business segments, holding what we estimate to be a number one or number two supply share position for products that generated more than 90% of our 2024 sales.
We believe that our business contributes to improving the sustainability of the environment. We are a leader in our business, holding what we estimate to be a number one or number two supply share position for products and services that generated more than 95% of our 2025 sales.
Our products and services address our customers’ needs, which are typically driven globally by regulatory requirements, consumer preferences or sustainability trends.
Our products and services address our customers’ needs, which are typically driven by regulatory requirements or consumer preferences. We design our products and services to address evolving customer needs.
We believe that our long history of operational excellence and proven reliability, technology leadership, strong customer relationships, innovation track record and consistent business execution developed from our industry experience positions us well to execute our business strategy.
We believe that our long history of operational excellence and proven reliability, longstanding customer relationships, a network of strategically located manufacturing facilities and consistent business execution developed from our industry experience positions us well to execute our business strategy.
The products and services that we sell to our customers are often high value-add, even when they represent a small portion of the overall end product costs, and we believe success can be achieved by helping customers improve their product performance, value and quality.
Our Industry The products and services that we provide to our customers are often high value-add, even when they represent a small portion of our customers’ overall end product costs, and we believe we can continue to be successful by providing customers with quality products and reliable service.
The Platinum Medal rating from EcoVadis placed us among the top 1% (99th percentile) of all companies assessed by EcoVadis over the prior twelve-month period; • Maintained an executive level position of Vice President – Environment and Sustainability that reports directly to our CEO; • Under the leadership of our Global Director of Health, Safety and Process Safety Management, instituted additional health, safety and process safety programs, as well as continued our company-wide employee health and wellness program that covers both physical and mental health; • Achieved zero OSHA recordable injuries among our employees and embedded contractors in 2024; • Provided enhanced sustainability information on our website and published our 2023 Sustainability Report in June 2024, our third as Ecovyst; • Continued work towards our 2025 and 2030 sustainability goals regarding fuel usage, power usage, health, safety and environment performance, and community engagement; • Introduced our employees to our core values - Stewardship, High Standards, Integrity and Engagement (“SHINE”) and provided training on these values and provisions of our Code of Conduct, completing training for approximately 99.8% of active employees in 2024; • Continued steps to implement additional improvements in a number of areas, including health, safety and environmental (“HSE”) performance; commitment to diversity, inclusion and human rights both within our company and in our supply chain; and ethical and lawful business practices; • Further integrated a corporate-wide sustainability software platform, which we are utilizing as an internal, real-time sustainability performance dashboard to enable improved analytics and greater visibility into our sustainability impacts; and • Achieved a greater than 93% performance in our flagship HSE Perfect Days program in 2024, which targets at-risk behaviors and celebrates positive HSE performance across the organization on a daily basis. 15 Table of Con ten ts The sections that follow provide some highlights of our environmental, social and governance programs and procedures.
The Gold Medal rating from EcoVadis placed us among the top 5% (95th percentile) of all companies assessed by EcoVadis over the prior twelve-month period; • Maintained an executive level position of Vice President – Environment and Sustainability that reports directly to our Chief Executive Officer; • Under the executive leadership, instituted additional health, safety and process safety programs, as well as continued our company-wide employee health and wellness program that covers both physical and mental health; • Had one OSHA recordable injury (supervised contractor) in 2025; • Provided enhanced sustainability information on our website and published our 2024 Sustainability Report in June 2025, our fourth as Ecovyst; • Continued work towards our End-of-Year 2025 sustainability goals regarding power usage and water management, and our 2030 sustainability goals regarding fuel usage, power usage, waste management, water management, responsible procurement, health, safety and environment performance, governance, and community engagement; • Continued to reflect our core values - Stewardship, High Standards, Integrity and Engagement (“SHINE”) – in everything we do and presented SHINE awards to two employees each quarter of 2025 that were nominated by their colleagues as exemplifying the SHINE core values at work; • Continued steps to implement additional improvements in a number of areas, including health, safety and environmental (“HSE”) performance; commitment to building a culture of respect and belonging both within our company and in our supply chain; and ethical and lawful business practices; • Further integrated a corporate-wide sustainability software platform, which we are utilizing as an internal, real-time sustainability performance dashboard to enable improved analytics and greater visibility into our sustainability impacts; and • Achieved a greater than 93% performance in our flagship HSE Perfect Days program in 2025, which targets at-risk behaviors and celebrates positive HSE performance across the organization on a daily basis.
Social Responsibility, including human capital discussions We seek to act in a socially responsible manner through our various HSE programs as described above, our commitment to building a diverse and inclusive workforce, engagement with and support for the communities where we live and work, and advancement of socially responsible business practices through partnerships and other industry frameworks.
Human Capital We seek to act in a socially responsible manner through our various HSE programs as described above, our commitment to fostering a workplace culture where every employee feels respected, valued, and empowered to contribute their best, engagement with and support for the communities where we live and work, and advancement of socially responsible business practices through partnerships and other industry frameworks.
In our Ecoservices segment, approximately 50% of our production capacity serves customers with staggered multi-year commitment contracts with potential for value pricing resets and cost pass-through for our regeneration services product line that enhance sales and margin predictability and stability.
Long-Term Customer Contracts Enhance Sales Predictability and Stability We partner with many of our customers under long-term contract agreements, 100% requirement arrangements. Approximately 40% of our production capacity serves customers with staggered multi-year commitment contracts with the potential for value pricing resets and cost pass-through for our regeneration services product line that enhance sales and margin predictability and stability.
We provide treatment services for hazardous/non-hazardous industrial wastes (“treatment services”) and with the acquisition of Chem32 in March 2021, we are also a leader in ex-situ sulfiding and pre-activation for hydro-processing catalysts, which are used in the production of traditional and sustainable fuels.
We are also a leading North American producer of on-purpose virgin sulfuric acid for water treatment, mining, and industrial applications (“virgin sulfuric acid”). We provide treatment services for hazardous/non-hazardous industrial wastes (“treatment services”) and we are also a leader in ex-situ sulfiding and pre-activation for hydro-processing catalysts, which are used in the production of traditional and sustainable fuels.
We are highly diversified by business, geography and end use. In 2024, the majority of our sales were for applications that have historically had relatively predictable, consistent demand patterns driven by consumption or frequent replacement cycles. As a result of our competitive strengths, we have generally maintained stable margins through changing macro economic cycles.
In 2025, the majority of our sales were for applications that have historically had relatively predictable, consistent demand patterns associated with consumption and industrial processes. As a result of our competitive strengths, we have generally maintained stable earnings and margins over time and through changing macro economic cycles.
In addition, our customer base is diversified, with our top ten customers in 2024 representing approximately 60% of our sales for the year ended December 31, 2024, of which two customers had more than 10% of our total sales.
We have long-term relationships with our top ten customers, based on 2025 sales, that average more than 50 years. In addition, our customer base is diversified, with our top ten customers in 2025 representing approximately 61% of our sales for the year ended December 31, 2025, of which one customer had more than 10% of our total sales.
The protection afforded, which may also vary from country to country, depends upon the type of subject matter covered by the patent and the scope of the claims of the patent. In most industrial countries, patent protection may be available for new substances and formulations, as well as for unique applications and production processes.
The protection afforded depends upon the type of subject matter covered by the patent and the scope of the claims of the patent. Patent protection may be available for unique applications and production processes.
In particular, some of our products might be characterized as nanomaterials and then be subject to evolving, new nanomaterial regulations. We remain alert for any regulatory changes which may impact our products and their end uses. Available Information Our website address is www.ecovyst.com.
We remain alert for any regulatory changes which may impact our products and their end uses. Available Information Our website address is www.ecovyst.com.
Most recently, our 2023 sustainability data for Scope 1 and 2 greenhouse gas (“GHG”) emissions, water withdrawal and the mass of hazardous and nonhazardous waste generated was verified to the requirements of the WRI/WBSCD GHG Protocol Corporate Accounting and Reporting Standard, revised edition (2004, as amended in 2013), the GHG Protocol Scope 2 Guidance (2015) and the Company’s metrics for water withdrawal and waste generated by an independent third party to a reasonable level of assurance.
GHG emissions are verified by an independent third-party to a reasonable level of assurance in accordance with the requirements of the WRI/WBSCD GHG Protocol Corporate Accounting and Reporting Standard, revised edition (2004, as amended in 2013) and the GHG Protocol Scope 2 Guidance (2015).
In addition, our cash flow generation has been driven, in part, by lower debt levels, our disciplined capital investment, as well as tax attributes that provide us with cash flow benefits.
In addition, our cash flow generation has been driven, in part, by lower debt levels, our disciplined capital investment practices, as well as tax attributes that provide us with cash flow benefits. As of December 31, 2025, we had $142.7 million of tax-deductible intangibles and goodwill, which provides us with cash tax savings as we generate taxable income.
In the US, all pertinent chemicals have been designated as “active” under the US Frank R. Lautenberg Chemical Safety for the 21st Century Act. At this time, none have been designated as chemicals which the EPA will prioritize and evaluate for regulation.
At this time, none have been designated as chemicals which the EPA will prioritize and evaluate for regulation.
We conduct Product Stewardship reviews as part of new product development and routinely evaluate product safety risk for raw materials, intermediates, and finished products.
We also maintain a Product Safety and Product Stewardship management system that is compliant with the RC14001 technical specification and is supported by a dedicated Product Stewardship professional. We conduct Product Stewardship reviews as part of new product development and routinely evaluate product safety risk for raw materials, intermediates, and finished products.
Our Strategy We intend to capitalize on our strong business fundamentals, sustainability driven innovation and customer partnerships to grow sales, maintain high margins, deploy capital efficiently and generate consistent free cash flow in order to create shareholder value.
In 2025, we served customers across many end uses and, as of December 31, 2025, operated out of nine strategically located manufacturing facilities. Our Strategy We intend to capitalize on our strong business fundamentals and long-term customer partnerships to grow sales, maintain high margins, deploy capital efficiently and generate consistent free cash flow in order to create stockholder value.
Excluding contracts with automatic evergreen provisions, approximately 40% of our sulfuric acid volume for the year ended December 31, 2024 was under contracts expiring at the end of 2025 or beyond.
Excluding contracts with automatic evergreen provisions, approximately 40% of our sulfuric acid volume for the year ended December 31, 2025 was under contracts expiring at the end of 2026 or beyond. Strategic and Differentiated Manufacturing Know-how and Supply Chain Network Ecoservices’ predecessor company, Stauffer Chemical, was a leader in pioneering the current sulfuric acid regeneration technology in the 1940s.
We believe that our products contribute to lower emissions and cleaner air, advance the global transition to clean energy, support the circular plastics economy and ensure clean, purified drinking water. We are committed to creating environmentally responsible products that we believe make a difference in people’s daily lives and for our planet.
We strive to create sustainable products that are safe for the environment, and to reduce waste and increase efficiencies for our customers and stakeholders. We believe that our products contribute to lower emissions and cleaner air. We are committed to creating environmentally responsible products that we believe make a difference in people’s daily lives and for our planet.
We believe, with our long history of customer partnerships and our reputation for providing reliable, quality products and solutions, our products deliver significant value to our customers, as demonstrated by our profit margins. We have a long track record of innovation that is reflected in our technical and production expertise in silica, zeolites and catalyst technologies.
With our long history of customer partnerships and our reputation for providing reliable, quality products and services, we believe we deliver significant value to our customers, as demonstrated by our profit margins. We are diversified by business application and end use.
We believe that our products and services contribute to improving the sustainability of the environment.
Our Business We are a leading integrated provider of virgin and regenerated sulfuric acid products and services. We believe that our business contributes to improving the sustainability of the environment.
We believe that our global footprint and efficient network of strategically located owned manufacturing facilities provides us with a strong competitive advantage in serving our customers both globally and regionally, and that it would be costly for our competitors to replicate our network. 6 Table of Con ten ts In our Advanced Materials & Catalysts segment, we primarily compete on a global basis.
We believe that our efficient network of strategically located, owned manufacturing facilities provides us with a strong competitive advantage in serving our customers, and that it would be costly for our competitors to replicate our network. Long-Term, High Quality Customer Relationships We collaborate with leading multinational companies. Our customers include large industrial companies.
We conduct Product Stewardship reviews as part of new product development and routinely evaluate product safety risk for raw materials, intermediates, and products. As a chemical company, we are subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting, and labeling of our products and raw materials.
As a chemical company, we are subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting, and labeling of our products and raw materials. In the US, all pertinent chemicals have been designated as “active” under the US Frank R. Lautenberg Chemical Safety for the 21st Century Act.
Today, there are women on the leadership teams of each of our businesses as well as in our R&D, Finance, E&S and Human Resources functions. 17 Table of Con ten ts In 2024, our sites continued to have a positive impact in the communities in which we operate. The following table outlines some of those impacts.
Today, we have women on our leadership team overseeing functions that include E&S and Human Resources. 11 Table of Contents In 2025, our sites continued to have a positive impact in the communities in which we operate.
Refer to Note 4 to our consolidated financial statements for additional information. 2 Table of Con ten ts Our Company We are a leading integrated and innovative global provider of advanced materials, specialty catalysts and services. We believe that our products and services contribute to improving the sustainability of the environment.
The results of operations, financial condition and cash flows for the Advanced Materials & Catalysts business are presented herein as discontinued operations. Refer to Note 4 to our consolidated financial statements for additional information. Our Company We are a leading integrated provider of virgin and regenerated sulfuric acid products and services.
We also have 131 pending trademark applications, which include applications in the United States and worldwide. In addition to our registered and applied-for intellectual property portfolio, we also claim ownership of certain trade secrets and proprietary know-how developed by and used in our business.
In addition to our registered and applied-for intellectual property portfolio, we also claim ownership of certain trade secrets and proprietary know-how developed by and used in our business. Seasonality Our regeneration services product group typically experiences seasonal fluctuations as a result of higher demand for gasoline products in the summer and lower demand in the winter months.
As of December 31, 2024, we owned 22 patented inventions in the United States, with 169 patents issued in countries around the world and 63 patent applications pending worldwide. As of December 31, 2024, we also had 86 trademark registrations worldwide, including 5 U.S. trademark registrations.
As of December 31, 2025, we also had 68 trademark registrations worldwide, including 4 U.S. trademark registrations. We also have 6 pending trademark applications, which include applications in the United States and worldwide.
Several active and former facilities currently are undergoing investigation, remediation and/or surveillance, including sites in Dominguez, California, Martinez, California and Hammond, Indiana. 19 Table of Con ten ts Environmental Programs We have comprehensive HSE compliance, auditing and management programs in place to assist in our compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate.
We have established and periodically update reserves for the anticipated and estimable cost of remediation at these sites Environmental Programs We have comprehensive HSE compliance, auditing and management programs in place to assist in our compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate.
Further, as of December 31, 2024, approximately 25% of our U.S.-based executives, managers and professionals were females and 21% were non-white males. As of December 31, 2024, approximately 45% of our employees were represented by a union, works council or other employee representative body.
As of December 31, 2025, we had 617 employees, all of which were employed in the United States. Further, as of December 31, 2025, approximately 20% of our executives, managers and professionals were females and 20% were non-white males. As of December 31, 2025, approximately 37% of our employees were represented by a union.
Product Safety and Product Stewardship We have established a Product Safety and Product Stewardship management system that is compliant with the RC14001 technical specification and is supported by a highly skilled Director of Product Stewardship, who is a “Registration, Evaluation, Authorisation and Restriction of Chemicals” (“REACH”) Specialist.
Product Safety and Product Stewardship We have established a Product Safety and Product Stewardship management system that is compliant with the RC14001® technical specification and is supported by a dedicated Product Stewardship professional. We conduct Product Stewardship reviews as part of new product development and routinely evaluate product safety risk for raw materials, intermediates, and products.
Location Community Impact The Woodlands, Texas • Participated in flood relief efforts by handing out cleaning supplies and food • Participated in a food drive sponsored by a non-profit organization to provide Thanksgiving meals • Donated gift cards to a non-profit organization that offers emergency shelter Houston, Texas • Provided school supplies to a local elementary school • Bagged and distributed food at a local food bank • Worked with a local organization to provide items for first-time mothers Hammond, Indiana • Provided school supplies to a local elementary school • Volunteered at a local soup kitchen • Donated funds to a local youth football team to help replace equipment lost in a fire Baytown, Texas • Donated supplies, sports apparel and equipment to a local elementary school • Volunteered at a United Way sponsored breakfast Baton Rouge, Louisiana • Collaborated with a non-profit organization to renovate the residence of an elderly homeowner Martinez, California • Hosted students from a local university Dominguez, California • Packed 600 boxes of food for distribution to local families • Donated funds to a local school • Donated funds to a local youth baseball team • Participated in a blood drive West Orange, Texas • Provided school supplies to a local elementary school • Purchased supplies from teachers’ wish lists Kansas City, Kansas • Donated clothing to the Big Brothers Big Sisters organization • Participated in the Adopt-an-Angel program to provide holiday gifts to children Warrington, United Kingdom • Sponsored uniforms for a local youth soccer team Delfzijl, The Netherlands • Donated funds to a local food pantry Conshohocken, Pennsylvania • Cleaned the surrounding neighborhood for Earth Day and Adopt-A-Highway Clean up Day Malvern, Pennsylvania • Provided non-perishable foods and turkeys to a local food pantry to provide Thanksgiving meals to families • Participated in the Adopt-a-Child program to provide holiday gifts to children We have implemented a paid volunteer leave policy in 2025 that allow employees to take up to eight hours of pay each calendar year to participate in volunteer activities with approved organizations.
The following table outlines some of those impacts: Location Community Impact The Woodlands, Texas • Participated in flood relief efforts by handing out cleaning supplies and food • Donated diapers during a diaper drive for the Community Assistance Center • Held a wish list drive for a local animal shelter • Donated gift cards to a non-profit organization that offers emergency shelter Houston, Texas • Provided school supplies to a local elementary school • Bagged and distributed food at a local food bank • Provided a $15,000 scholarship for a high school student Hammond, Indiana • Provided school supplies to a local elementary school Baytown, Texas • Donated supplies, sports apparel and equipment to a local elementary school • Participated in flood relief efforts by handing out cleaning supplies and food • Volunteered at a United Way sponsored breakfast • Read to students at a local elementary school as part of a literacy outreach event Baton Rouge, Louisiana • Collaborated with a non-profit organization to renovate residences of those in need • Donated to the Karen Domingue-Maillet Scholarship, supporting a student through eight college semesters starting January 2026 • Donated school supplies Waggaman, Louisiana • Donated supplies to local schools Martinez, California • Assisted the Local Chamber of Commerce with the annual County King of BBQ event • Participated in a shoreline cleanup event to protect the local environment Dominguez, California • Provided a monetary donation to support local families at Thanksgiving • Participated in a blood drive West Orange, Texas • Provided school supplies to a local elementary school • Supplied Thanksgiving donations to a local church Wayne, Pennsylvania • Held a Thanksgiving food drive • Held a Christmas toy drive • In conjunction with our Texas sites, donated supplies and funds to the American Red Cross for victims of the Central Texas Floods • Participated in a group volunteering event at Natural Lands Binky Lee Preserve • Provided non-perishable foods and turkeys to a local food pantry for Thanksgiving meals for families in need • Participated in the Adopt-a-Child program providing holiday gifts to children • In coordination with all sites, made monetary donations to local organizations to support families for Thanksgiving We also implemented a formal paid volunteer leave policy in 2025 that allows employees to take up to eight hours of paid leave each calendar year to participate in volunteer activities with approved organizations.
Ecoservices has also applied its expert knowledge in thermal decomposition to provide treatment services for hazardous/non-hazardous wastes, and most recently to activate to catalysts with our patented Chem 32, LLC (“Chem32”) technology acquired in March 2021. Our Advanced Materials & Catalysts product development and manufacturing technology is customized based on deep silica and zeolite-based advanced material science know-how.
We also apply our capabilities in thermal decomposition to provide treatment services for hazardous/non-hazardous wastes, and to activate third party catalysts with our patented Chem 32, LLC (“Chem32”) technology.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators” for discussion of our use of non-GAAP financial measures and reconciliations. (2) Percentage calculations exclude $26.8 million in corporate expenses.
The table below summarizes certain information for the year ended December 31, 2025: Sales Net loss Adjusted EBITDA (in millions) $ 723.5 $ (71.1) $ 172.0 Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators” for discussion of our use of non-GAAP financial measures and reconciliations.
We believe many of the end uses that we serve are generally more resilient to economic cycles, minimizing extreme fluctuations in demand. In addition, many products have relatively high switching costs, including the risk of quality failures, thus making it more beneficial for customers to work with incumbent producers.
We believe many of the end uses that we serve are generally more resilient to economic cycles, minimizing extreme fluctuations in demand. We believe our customers value our geographic proximity to their operations and our plant network provides redundancy in capacity to serve their needs.
In addition, we hold senior-level project reviews to ensure best practices are shared and consistent metrics are used to determine a project’s merit and the size of the potential opportunity. Intellectual Property We evaluate how best to use patents, trademarks, copyrights, trade secrets and other available intellectual property protections on a case-by-case base.
Manufacturing Platform Intellectual Property We evaluate how best to use patents, trademarks, copyrights, trade secrets and other available intellectual property protections on a case-by-case basis. Patents extend for varying periods in accordance with the date of patent application filing and the legal life of such patents.
Unless the context otherwise indicates, the terms “Ecovyst Inc.,” “we,” “us,” “our,” or the “Company” mean Ecovyst Inc. and our subsidiaries. Effective on August 1, 2021, we completed the sale of our Performance Chemicals business to Sparta Aggregator L.P., a partnership with Koch Minerals & Trading, LLC and Cerberus Capital Management, L.P.
Unless the context otherwise indicates, the terms “Ecovyst Inc.,” “we,” “us,” “our,” or the “Company” mean Ecovyst Inc. and our subsidiaries. Effective on December 31, 2025, we completed the sale of our Advanced Materials & Catalysts segment, which includes our investment in affiliated companies, Zeolyst International and Zeolyst C.V.
To help them prepare for their future, we offer a defined contribution savings plan, which includes company contributions. Benefits outside the United States are designed to supplement government-provided programs in each country.
To help our employees prepare for their future, we offer a defined contribution savings plan, which includes company contributions. We benefit from our talented and dedicated employee population, and we actively seek to maintain a workforce that reflects the communities in which we operate.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur operations are affected directly and indirectly by global regulatory, economic, political and social conditions, including: • new and different legal and regulatory requirements in local jurisdictions; • export duties or import quotas; • domestic and foreign customs and tariffs or other trade barriers, including the threat of escalating trade disputes that may result in higher tariffs and the imposition of trade sanctions against certain countries, persons and entities; • potential difficulties in staffing and labor disputes; • potential difficulties in managing and obtaining support and distribution for local operations; • increased costs of, and availability of, raw materials, energy, transportation or shipping; • credit risk and financial condition of local customers and distributors; • potential difficulties in protecting intellectual property rights; • risk of nationalization of private enterprises by foreign governments; • potential imposition of restrictions on investments; • the imposition of withholding taxes or other taxes or royalties on our income, or the adoption of other restrictions on foreign trade or investment, including currency exchange controls; • capital controls; • potential difficulties in obtaining and enforcing legal judgments in jurisdictions outside the United States; • potential difficulties in obtaining and enforcing relief in the United States against parties located outside the United States; • potential difficulties in enforcing agreements and collecting receivables; • risks relating to environmental, health and safety matters; • regional conflicts, such as the invasion of Ukraine by Russia and the conflict involving Israel and Hamas and potentially other countries in the Middle East; • risks relating to information security and cyber security events; • risks relating to epidemics and pandemics and effects therefrom; and • local political, economic and social conditions, including the possibility of hyperinflationary conditions and political instability in certain countries. 21 Table of Con ten ts We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business.
Biggest changeOur operations are affected directly and indirectly by global regulatory, economic, political and social conditions, including: • new and different legal and regulatory requirements in local jurisdictions; • potential difficulties in staffing and labor disputes; • potential difficulties in managing and obtaining support and distribution for local operations; • increased costs of, and availability of, raw materials, energy, transportation or shipping; • credit risk and financial condition of local customers and distributors; • potential difficulties in protecting intellectual property rights; • potential imposition of restrictions on investments; • capital controls; • potential difficulties in enforcing agreements and collecting receivables; • risks relating to environmental, health and safety matters; • regional conflicts, such as the invasion of Ukraine by Russia and conflicts involving countries in the Middle East; • risks relating to information security and cyber security events; • export duties or import quotas; • domestic and foreign customs and tariffs or other trade barriers, including the threat of escalating trade disputes that may result in higher tariffs and the imposition of trade sanctions against certain countries, persons and entities; • risks relating to epidemics and pandemics and effects therefrom; and • local political, economic and social conditions.
For instance, we remain subject to a 2007 Consent Decree that resolves certain alleged Clean Air Act violations at six Ecoservices operating locations involving New Source Review, Prevention of Significant Deterioration and New Source Performance Standard obligations under the U.S. federal rules for the pollutants sulfur dioxide and sulfuric acid mist.
For instance, we remain subject to a 2007 Consent Decree that resolves certain alleged Clean Air Act violations at six operating locations involving New Source Review, Prevention of Significant Deterioration and New Source Performance Standard obligations under the U.S. federal rules for the pollutants sulfur dioxide and sulfuric acid mist.
We are also subject to other federal, state, local and foreign laws and regulations regarding chemical and product safety as well as employee health and safety matters, including process safety requirements. These laws and regulations may become more stringent over time and the failure to comply with such laws and regulations can result in significant fines or penalties.
We are also subject to other federal, state and local laws and regulations regarding chemical and product safety as well as employee health and safety matters, including process safety requirements. These laws and regulations may become more stringent over time and the failure to comply with such laws and regulations can result in significant fines or penalties.
Our failure to protect our intellectual property rights could adversely affect our future performance and growth. Protection of our proprietary processes, methods, compounds and other technologies is important to our business. We depend upon our ability to develop and protect our intellectual property rights to distinguish our products from those of our competitors.
Our failure to protect our intellectual property rights could adversely affect our future performance and growth. Protection of our proprietary processes, methods, compounds and other technologies is important to our business. We depend upon our ability to develop and protect our intellectual property rights to distinguish our products and/or processes from those of our competitors.
In addition, volatility and disruption in financial markets could adversely affect our sales and results of operations by limiting our customers’ ability to obtain the financing necessary to maintain or expand their own operations. Unfavorable global economic conditions could adversely affect our business, financial condition, and results of operations.
In addition, volatility and disruption in financial markets could adversely affect our sales and results of operations by limiting our customers’ ability to obtain the financing necessary to maintain or expand their own operations. Unfavorable economic conditions could adversely affect our business, financial condition, and results of operations.
Accordingly, to the extent that we are unable to match sales made in such foreign currencies with costs paid in the same currency, exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows.
To the extent that we are unable to match sales made in such foreign currencies with costs paid in the same currency, exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows.
Such laws and regulations apply to companies, individual directors, officers, employees and agents. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.
Such laws and regulations apply to companies, individual directors, officers, employees and agents. In particular, our operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.
If any of those suppliers is unable to meet its obligations under current or future supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials.
If any one of those suppliers is unable to meet its obligations under current or future supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials.
Tariffs and other trade barriers imposed by the United States or other countries have affected and could continue to adversely affect our manufacturing costs, our ability to source and import raw materials and equipment on a cost-effective basis, our ability to export our products, and our ability to compete successfully against other companies that are not impacted by tariffs to the same extent as the Company.
Tariffs and other trade barriers imposed by the United States or other countries have affected and could continue to adversely affect our manufacturing costs, our ability to source and import raw materials and equipment on a cost-effective basis, and our ability to compete successfully against other companies that are not impacted by tariffs to the same extent as the Company.
We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to reengineer our products successfully or at an acceptable cost.
We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to reengineer our products or services successfully or at an acceptable cost.
Excluding contracts with automatic evergreen provisions, approximately 40% of our sulfuric acid volume for the year ended December 31, 2024 was under contracts expiring at the end of 2025 or beyond. In addition, our regeneration services contracts with major refinery customers typically allow for termination with advance notice of one to two years.
Excluding contracts with automatic evergreen provisions, approximately 40% of our sulfuric acid volume for the year ended December 31, 2025 was under contracts expiring at the end of 2026 or beyond. In addition, our regeneration services contracts with major refinery customers typically allow for termination with advance notice of one to two years.
An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our results of operations and financial position. We performed our annual impairment test on goodwill on October 1, 2024, and determined there was no goodwill impairment at the reporting unit level.
An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our results of operations and financial position. We performed our annual impairment test on goodwill on October 1, 2025, and determined there was no goodwill impairment at the reporting unit level.
Our certificate of incorporation imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than INEOS Limited and investment funds affiliated with CCMP, Capital Advisors, L.P. (“CCMP”), one of our former stockholders.
Our certificate of incorporation imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than INEOS Limited and investment funds affiliated with CCMP, Capital Advisors, L.P. (“CCMP”), two of our former stockholders.
A loss of any significant customer, including a pipeline customer in our Ecoservices segment, or a decrease in the provision of products to any significant customer, could have an adverse effect on our business until alternative arrangements are secured. Any alternative arrangement to replace the loss of a customer could result in increased variable costs relating to product shipment.
A loss of any significant customer, including a pipeline customer, or a decrease in the provision of products to any significant customer, could have an adverse effect on our business until alternative arrangements are secured. Any alternative arrangement to replace the loss of a customer could result in increased variable costs relating to product shipment.
We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies, and our failure to comply with existing and future regulatory requirements could adversely affect our financial condition, results of operations and cash flows.
We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and local agencies, and our failure to comply with existing and future regulatory requirements could adversely affect our financial condition, results of operations and cash flows.
As a result, our acquisitions and dispositions could affect our business, results of operations, financial condition, and liquidity. Further, all the risks associated with our acquisitions and dispositions may not be immediately known to us, and the anticipated benefits of such acquisition or disposition may not be fully realized.
As a result, our acquisitions and dispositions could affect our business, results of operations, financial condition, and liquidity. Further, all the risks associated with our acquisitions and dispositions may not be immediately known to us, and the anticipated benefits of such acquisitions or dispositions may not be fully realized.
Demand for the products we manufacture often depends on trends in demand in the end uses our customers serve. General economic conditions and macroeconomic trends, including economic recessions and inflation, could affect overall demand for our products and any overall decline in such demand could significantly reduce our sales and profitability.
Demand for the products we manufacture and services we provide often depends on trends in demand in the end uses our customers serve. General economic conditions and macroeconomic trends, including economic recessions and inflation, could affect overall demand for our products and any overall decline in such demand could significantly reduce our sales and profitability.
Alternative technology or other changes in our customers’ products may reduce or eliminate the need for certain of our products.
Alternative technology or other changes in our customers’ products may reduce or eliminate the need for certain of our products or services.
Patents may be challenged in the courts, as well as in various administrative proceedings before the United States Patent and Trademark Office or foreign patent offices. We are currently and may in the future be a party to various adversarial patent office proceedings involving our patents or the patents of third parties.
Patents may be challenged in the courts, as well as in various administrative proceedings before the United States Patent and Trademark Office or foreign patent offices. We may in the future be a party to various adversarial patent office proceedings involving our patents or the patents of third parties.
Although we have introduced many security measures, including firewalls and information technology security policies and training, these measures may not offer the appropriate level of security. We routinely experience attempts by external parties to penetrate and attack our networks and systems.
Although we have introduced many security measures, including firewalls and information technology security policies and training, these measures may not offer the appropriate level of security. We routinely experience attempts by external actors to penetrate and attack our networks and systems.
We are required by these environmental laws and regulations to obtain registrations, licenses, permits and other approvals in order to operate, make disclosures to public authorities about our chemical handling and usage activities and install expensive pollution control and spill containment equipment at our facilities, or incur other capital expenditures aimed at achieving or maintaining compliance with such laws and regulations.
We are required by these environmental laws and regulations to obtain and periodically renew registrations, licenses, permits and other approvals in order to operate, make disclosures to public authorities about our chemical handling and usage activities, and install and operate expensive pollution control and spill containment equipment at our facilities, or incur other capital and operational expenditures aimed at achieving or maintaining compliance with such laws, regulations and permits.
Under CERCLA and analogous statutes in local and foreign jurisdictions, current and former owners and operators of land impacted by releases of hazardous substances are strictly liable for the investigation and remediation of the contamination resulting from the release.
Under CERCLA and analogous statutes in state and local jurisdictions, current and former owners and operators of land impacted by releases of hazardous substances are strictly liable for the investigation and remediation of the contamination resulting from the release.
For example, during the past several years the global economy has experienced extreme volatility and disruptions, including significant volatility in commodity and market prices, including large fluctuations in energy prices, volatility in sulfur prices, declines in consumer confidence, declines in economic growth, supply chain interruptions, uncertainty about economic stability, record inflation globally, rising interest rates and the threat of recession.
For example, during the past several years the economy has experienced extreme volatility and disruptions, including significant volatility in commodity and market prices, large fluctuations in energy prices, volatility in sulfur prices, declines in consumer confidence, declines in economic growth, supply chain interruptions, uncertainty about economic stability, rising inflation, fluctuations in interest rates and the threat of recession.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Debt.” In addition, the restrictive covenants in the agreements governing our senior secured credit facilities require us to maintain specified financial ratios and satisfy other financial condition tests.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Debt.” In addition, the restrictive covenants in the agreements governing our senior secured credit facilities require us to 27 Table of Contents maintain specified financial ratios and satisfy other financial condition tests.
As such, a product spill or emission at one of our facilities or otherwise resulting from our operations could have adverse consequences on the environment and surrounding community and could result in significant liabilities with respect to investigation and remediation. Our facilities have an extended history of industrial use, and soil and groundwater contamination exists at some of our sites.
As such, a product spill or unpermitted emission at one of our facilities or otherwise resulting from our operations could have adverse consequences on the environment and the surrounding community and could result in significant liabilities with respect to investigation and remediation. 20 Table of Contents Our facilities have an extended history of industrial use, and soil and groundwater contamination exists at some of our sites.
We sell advanced materials, catalysts and services that are used in manufacturing processes and as components of, or ingredients in, other products and, as a result, our sales are correlated with and affected by fluctuations in the level of industrial production and manufacturing output and by fluctuations in general economic activity.
We sell products and services that are used in manufacturing processes and as components of, or ingredients in, other products and, as a result, our sales are correlated with and affected by fluctuations in the level of industrial production and manufacturing output and by fluctuations in general economic activity.
Further, under CERCLA and analogous laws, we may be jointly and severally liable for contamination at third party sites where we or our predecessors in interest have sent waste for treatment or disposal, even if we complied with applicable laws.
Further, under CERCLA and analogous laws, we may be jointly and severally liable for contamination at third party sites where we or our predecessors in interest have sent waste for treatment or disposal, even if we complied with applicable laws at the time of treatment and/or disposal.
As these contracts expire, we may not be able to renegotiate or enter into new long-term supply contracts that will offer similar protection from price increases and other fluctuations on terms that are satisfactory to us or at all. We face substantial competition in the industries in which we operate.
As these contracts expire, we may not be able to renegotiate or enter into new long-term supply contracts that will offer similar protection from price increases and other fluctuations on terms that are satisfactory to us or at all. 17 Table of Contents We face substantial competition in the industries in which we operate.
This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation. Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.
This type of litigation could result in substantial costs and divert our management’s attention and resources, and it could also require us to make substantial payments to satisfy judgments or to settle litigation. 28 Table of Contents Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.
The United States has in recent years renegotiated a number of trade agreements, such as the United States-Mexico-Canada Agreement (“USMCA”), imposed tariffs on goods imported from China and certain other countries, and increasingly levied sanctions and export controls on China, Russia and other countries.
The United States has in recent years renegotiated a number of trade agreements, such as the United States-Mexico-Canada Agreement, imposed tariffs on goods imported from certain countries, and increasingly levied sanctions and export controls on other countries.
Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost.
Additionally, severe disruptions in the 22 Table of Contents domestic and global financial markets could adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost.
In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain. 29 Table of Con ten ts We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.
In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain. We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.
In the future, these developments are anticipated to increase the cost associated with complying with existing, pending, and future sustainability-related legislation, regulations and directives and such increased costs and/or our failure to comply with any such legislation, regulations and directives could adversely affect our financial condition, results of operations and cash flows. 28 Table of Con ten ts Production and distribution of our products could be disrupted for a variety of reasons, and such disruptions could expose us to significant losses or liabilities.
In the future, these developments are anticipated to increase the cost associated with complying with existing, pending, and future sustainability-related legislation, regulations and directives and such increased costs and/or our failure to comply with any such legislation, regulations and directives could adversely affect our financial condition, results of operations and cash flows. 21 Table of Contents Production and distribution of our products could be disrupted for a variety of reasons, and such disruptions could expose us to significant losses or liabilities.
In addition, these laws and regulations are subject to frequent change, and such changes may require us to adjust our business practices, including by ceasing business activities in newly sanctioned countries or regions or with newly sanctioned entities or individuals, or to modify our compliance program.
In addition, these laws and regulations are subject to 16 Table of Contents frequent change, and such changes may require us to adjust our business practices, including by ceasing business activities in newly sanctioned countries or regions or with newly sanctioned entities or individuals, or to modify our compliance program.
If we were to discover that our processes, apparatuses, technology, products or trademarks infringe the valid intellectual property rights of others, we might need to obtain licenses from these parties or substantially reengineer or rebrand our products in order to avoid infringement.
If we were to discover that our processes, apparatuses, technology, products or trademarks infringe the valid intellectual property rights of others, we might need to obtain licenses from these parties or substantially reengineer or rebrand our products or services in 24 Table of Contents order to avoid infringement.
If we fail to recover our investment, or these projects never become profitable, our ability to implement our business strategy may be materially and adversely affected. 25 Table of Con ten ts We may be liable for damages based on product liability claims brought against us or our customers for costs associated with recalls of our or our customers’ products.
If we fail to recover our investment, or these projects never become profitable, our ability to implement our business strategy may be materially and adversely affected. We may be liable for damages based on product liability claims brought against us or our customers for costs associated with recalls of our or our customers’ products.
Current employees are not eligible for any post-retirement health care or life insurance benefits. Costs of these other post-employment benefit plans are dependent upon numerous factors, assumptions and estimates. Risks Related to our Indebtedness Our substantial level of indebtedness could adversely affect our financial condition. We have substantial indebtedness, which as of December 31, 2024, totaled approximately $870.8 million.
Current employees are not eligible for any post-retirement health care or life insurance benefits. Costs of these other post-employment benefit plans are dependent upon numerous factors, assumptions and estimates. Risks Related to our Indebtedness Our substantial level of indebtedness could adversely affect our financial condition. We have substantial indebtedness, which as of December 31, 2025, totaled approximately $397.1 million.
These systems can be subject to technical system flaws; power loss; cyber attacks, including viruses, malware, phishing, ransomware, terrorism, and surveillance; unauthorized access; malicious software; intentional or inadvertent data privacy breaches by employees or others with authorized access; hacktivism; ransomware; physical or electronic break-ins; fires or natural disasters; supply chain attacks; and other cybersecurity issues.
These systems can be subject to a variety of problems that include: technical system flaws; power loss; cyber attacks, including viruses, malware, phishing, ransomware, terrorism, and surveillance; unauthorized access; malicious software; intentional or inadvertent data privacy breaches by employees or others with authorized access; hacktivism; ransomware; physical or electronic break-ins; fires or natural disasters; supply chain attacks; and other cybersecurity issues.
If our effective tax rates were to increase as a result of a tax examination, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected. 34 Table of Con ten ts We have underfunded pension plan liabilities.
If our effective tax rates were to increase as a result of a tax examination, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected. 26 Table of Contents We have underfunded pension plan liabilities.
Implementation of tariffs by the United States, or the imposition of retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our products, which may result in our products becoming less attractive relative to products offered by our competitors.
Implementation of tariffs by the United States, or the imposition of new or increased retaliatory tariffs and other restrictions by other countries, could result in a material increase in our operating costs and/or the cost of our products, which may result in our products becoming less attractive relative to products offered by our competitors.
Moreover, even if valid and enforceable, competitors may be able to design around our patents or use pre-existing technologies to compete with us. 31 Table of Con ten ts We also rely upon unpatented proprietary know-how, continuing technological innovation and other trade secrets to develop and maintain our competitive position, which may not provide us with complete protection against competitors.
Moreover, even if valid and enforceable, competitors may be able to design around our patents or use pre-existing technologies to compete with us. We also rely upon unpatented proprietary know-how, continuing technological innovation and other trade secrets to develop and maintain our competitive position, which may not provide us with complete protection against competitors.
These projects require us to commit significant capital to, among other things, implement engineering plans and obtain the necessary permits before we generate revenues related to our investments in these businesses. Such projects may take longer to complete or require additional unanticipated expenditures and may never generate profits.
We have made and continue to make significant investments in our business. These projects require us to commit significant capital to, among other things, implement engineering plans and obtain the necessary permits before we generate revenues related to our investments in these businesses. Such projects may take longer to complete or require additional unanticipated expenditures and may never generate profits.
Litigation and other administrative and regulatory proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, environmental, health and safety matters, joint venture agreements, labor and employment matters, domestic and foreign antitrust matters or other harms resulting from the actions of individuals or entities outside of our control.
Litigation and other administrative and regulatory proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, environmental, health and safety matters, labor and employment matters, antitrust matters or other harms resulting from the actions of individuals or entities outside of our control.
We may be subject to future changes in tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations. We are subject to taxes in the U.S. as well as foreign jurisdictions where our subsidiaries are organized.
We may be subject to future changes in tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations. We are subject to taxes in the U.S. where our subsidiaries are organized.
Should there be infringement claims against our licensees, we could be required to indemnify them for losses resulting from such claims or to refund amounts they have paid to us. 32 Table of Con ten ts Disruption, failure or cybersecurity breaches affecting or targeting computers and infrastructure used by us or our business partners may adversely impact our business and operations.
Should there be infringement claims against our licensees, we could be required to indemnify them for losses resulting from such claims or to refund amounts they have paid to us. Disruption, failure or cybersecurity breaches affecting or targeting computers and infrastructure used by us or our business partners may adversely impact our business and operations.
Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition, results of operations and cash flows. Our operations and financial results have been and may continue to be adversely affected by general economic conditions.
Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect upon our financial condition, results of operations and cash flows. 15 Table of Contents Our operations and financial results have been and may continue to be adversely affected by general economic conditions.
We may selectively pursue complementary acquisitions, such as the Chem32 acquisition, and joint ventures, such as the Zeolyst Joint Venture, each of which inherently involves a number of risks and presents financial, managerial and operational challenges, including: • potential disruption of our ongoing business and distraction of management; • difficulty with integration of personnel and financial and other systems; • hiring additional management and other critical personnel; and • increasing the scope, geographic diversity and complexity of our operations.
We may selectively pursue complementary acquisitions, such as the Chem32 and Waggaman sulfuric acid plant acquisitions, or joint ventures, each of which inherently involves a number of risks and presents financial, managerial and operational challenges, including: • potential disruption of our ongoing business and distraction of management; • difficulty with integration of personnel and financial and other systems; • hiring additional management and other critical personnel; and • increasing the scope, geographic diversity and complexity of our operations.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere herein and others such as: • variations in our operating performance and the performance of our competitors; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us, our competitors or our industry; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions or departures of key personnel; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments affecting us or our industry; • changes in legislation, regulation and government policy as a result of the U.S. presidential and congressional elections; • speculation in the press or investment community; • changes in accounting principles; • sales of substantial amounts of our stock by current stockholders (including stock by insiders or 5% stockholders); • terrorist acts, acts of war or periods of widespread civil unrest; • natural disasters and other calamities; and • changes in general market and economic conditions. 36 Table of Con ten ts In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere herein and others such as: • variations in our operating performance and the performance of our competitors; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us, our competitors or our industry; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions or departures of key personnel; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments affecting us or our industry; • changes in legislation, regulation and government policy as a result of the U.S. presidential and congressional elections; • speculation in the press or investment community; • changes in accounting principles; • sales of substantial amounts of our stock by current stockholders (including stock by insiders or 5% stockholders); • terrorist acts, acts of war or periods of widespread civil unrest; • political and geopolitical instability; • natural disasters and other calamities; and • changes in general market and economic conditions.
Many of the products that we sell are used in manufacturing processes and/or to produce other products and, as a result, changes in our customers’ end products or processes or alternative technologies may enable our customers to reduce or eliminate consumption or use of our products.
Many of our products and services are used in manufacturing processes and/or to produce other products and, as a result, changes in our customers’ end products or processes or alternative technologies may enable our customers to reduce or eliminate consumption or use of our products.
We compete in industries in which we and our customers are subject to federal, state, local, international and transnational laws and regulations. Such laws and regulations are numerous and sometimes conflicting, and any future changes to such laws and regulations could adversely affect us.
We operate in industries in which we and/or our customers are subject to federal, state, local, international and transnational laws and regulations. Such laws and regulations are numerous and sometimes conflicting, and any future changes to such laws and regulations could adversely affect our business.
These provisions include a classified board of directors and the ability of our board of directors to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer.
These provisions include a classified board of directors that is currently being phased out and the ability of our board of directors to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer.
Nevertheless, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the patents or trademarks or infringement or misappropriation of other intellectual property rights of third parties by us or our licensees in connection with their use of our products.
Nevertheless, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the patents or trademarks or infringement or misappropriation of other intellectual property rights of third parties by us.
Additionally, shifting consumer preference could result in a significant reduction in the future use of fossil fuels, which would have a negative impact on our zeolite catalysts and Ecoservices businesses. If we are unable to respond appropriately to such new developments, such changes could seriously impair our ability to profitably market certain of our products.
Additionally, shifting consumer preference could result in a significant reduction in the future use of fossil fuels, which would have a negative impact on our business. If we are unable to respond appropriately to such new developments, such changes could seriously impair our ability to profitably market certain of our products or services.
We cannot provide any assurances that any of our pending applications will mature into issued patents, or that any patents that have issued or may issue in the future do or will include claims with a scope sufficient to provide any competitive advantage.
We cannot provide any assurances that any future applications for patent protection will mature into issued patents, or that any patents that have issued or may issue in the future do or will include claims with a scope sufficient to provide any competitive advantage.
Regeneration services customer contracts are typically on five- to ten-year terms and virgin sulfuric acid customer contracts are typically on one- to five-year terms, with larger customers typically favoring longer terms.
Many of our customer contracts are multi-year agreements. Regeneration services customer contracts are typically on five- to ten-year terms and virgin sulfuric acid customer contracts are typically on one- to five-year terms, with larger customers typically favoring longer terms.
If we lose the service of any of our key personnel, we may not be able to hire replacements with the same level of industry experience and knowledge necessary to execute our business strategy, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows.
If we lose the service of any of our key personnel, we may not be able to hire replacements with the same level of industry experience and knowledge necessary to execute our business strategy, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows. 30 Table of Contents We depend on good relations with our workforce, and any significant disruptions could adversely affect our operations.
Risks Related to Our Business Operations As a global business, we are exposed to local business risks in different countries, which could have a material adverse effect on our financial condition, results of operations and cash flows. We have operations in several countries, including manufacturing sites, research and development facilities, sales personnel and customer support operations.
Risks Related to Our Business Operations We are exposed to local business risks, which could have a material adverse effect on our financial condition, results of operations and cash flows. We have operations in several locations, including manufacturing sites, a research and development laboratory, sales personnel and customer support operations. As of December 31, 2025, we operated nine manufacturing facilities.
In addition, our certificate of incorporation provides that if any action the subject matter of which is a Covered Proceeding is filed in a court other than the specified Delaware courts without the approval of our board of directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party. 37 Table of Con ten ts Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions.
In addition, our certificate of incorporation provides that if any action the subject matter of which is a Covered Proceeding is filed in a court other than the specified Delaware courts without the approval of our board of directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.
Our results of operations could be adversely affected by general conditions in the economy.
We purchase significant amounts of raw materials, including precursor products in our Advanced Materials & Catalysts business and sulfur in our Ecoservices business, and we purchase significant amounts of natural gas to supply the energy required in our production process.
We purchase significant amounts of raw materials, including sulfur, and we purchase significant amounts of natural gas to supply the energy required in our production process.
If a product fails to perform in a manner consistent with quality specifications, or has a shorter useful life than that which was guaranteed, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as guaranteed.
If a product fails to perform in a manner consistent with quality specifications, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as guaranteed.
Assets available to fund the pension obligations of our plans as of December 31, 2024 were approximately $59.7 million, or approximately $2.0 million less than the measured pension benefit obligation on a GAAP basis.
Assets available to fund the pension obligations of our plans as of December 31, 2025 were approximately $61.8 million, or approximately $0.3 million less than the measured pension benefit obligation on a GAAP basis.
These potentially disruptive risks include, but are not limited to, the following: • pipeline and storage tank leaks and ruptures; • explosions and fires; • inclement weather and natural disasters; • terrorist attacks; • failure of mechanical, process safety and pollution control equipment; • chemical spills and other discharges or releases of toxic or hazardous substances or gases; • epidemics and pandemics and effects therefrom; and • exposure to toxic chemicals.
These potentially disruptive risks include, but are not limited to, the following: • pipeline and storage tank leaks and ruptures; • explosions and fires; • inclement weather and natural disasters; • terrorist attacks, including attacks on critical infrastructure; • cyberattacks or other security breaches targeting our operational technology, information systems or supply chain; • failure of mechanical, process safety and pollution control equipment; • chemical spills and other discharges or releases of toxic or hazardous substances or gases; • epidemics and pandemics and effects therefrom; and • exposure to toxic chemicals.
For example, certain of the products that we manufacture are used in chemical manufacturing processes in our customers’ manufacturing operations and are used in and around other chemical manufacturing facilities and other locations where personal injury or property damage may occur.
The sale of our products involves the risk of product liability claims and voluntary or government-ordered product recalls. For example, certain of the products that we manufacture are used in chemical manufacturing processes in our customers’ manufacturing operations and are used in and around other chemical manufacturing facilities and other locations where personal injury or property damage may occur.
The non-GAAP financial information included in this Form 10-K includes information that we use to evaluate our past performance, but should not be considered in isolation or as an alternative to measures of our performance determined under GAAP.
The non-GAAP financial information included in this Form 10-K includes information that we use to evaluate our past performance, but should not be considered in isolation or as an alternative to measures of our performance determined under GAAP. We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.
Although the terms of the agreements governing our outstanding indebtedness contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of important exceptions and indebtedness incurred in compliance with such restrictions could be substantial.
Although the terms of the agreements governing our outstanding indebtedness contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of important exceptions and indebtedness incurred in compliance with such restrictions could be substantial. If we and our restricted subsidiaries incur significant additional indebtedness, the related risks that we face could increase.
A significant adverse change in a customer’s financial position could cause us to limit or discontinue business with such customer, require us to assume more credit risk relating to such customer’s receivables or limit our ability to collect accounts receivable from such customer, any of which could have a material adverse effect on our business, results of operations, financial condition and liquidity.
A significant adverse change in a customer’s financial position could cause us to limit or discontinue business with such customer, require us to assume more credit risk relating to such customer’s receivables or limit our ability to collect accounts receivable from such customer.
We may need to recognize impairment charges related to goodwill, identified intangible assets, fixed assets and investments in affiliated companies. We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment.
We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate indefinite-lived intangible assets and fixed assets if there are indicators of a possible impairment.
For example, as discussed in more detail in “Business-Environmental Regulations” and “Business-Chemical Product Regulation,” we may be materially impacted by regulatory initiatives worldwide with respect to chemical product safety such as the 2016 amendments to the U.S. Toxic Substances Control Act, the E.U. REACH regulation, and/or similar regulations being enacted in other countries (e.g., China REACH; Korea REACH).
For example, as discussed in more detail in “Business-Environmental Regulations” and “Business-Chemical Product Regulation,” we may be 19 Table of Contents materially impacted by regulatory initiatives worldwide with respect to chemical product safety such as the 2016 amendments to the U.S. Toxic Substances Control Act.
It is difficult to predict the effects of current or future tariffs and other trade barriers and disputes, and the Company’s efforts to reduce the effects of tariffs through pricing and other measures may not be effective.
Additionally, the uncertainties created by tariffs and other trade barriers could negatively continue to affect our customers’ demand for our products. It is difficult to predict the effects of current or future tariffs and other trade barriers and disputes, and the Company’s efforts to reduce the effects of tariffs through pricing and other measures may not be effective.
The occurrence of any of these events could materially adversely affect our financial condition and results of operations. 24 Table of Con ten ts We are subject to the risk of loss resulting from non-payment or non-performance by our customers. Our credit procedures and policies may not be adequate to minimize or mitigate customer credit risk.
If we fail to compete effectively in the marketplace, it would materially adversely affect our financial condition and results of operations. We are subject to the risk of loss resulting from non-payment or non-performance by our customers. Our credit procedures and policies may not be adequate to minimize or mitigate customer credit risk.
In the United States, the EPA has promulgated federal GHG regulations under the Clean Air Act that affect certain sources. For example, the EPA has issued mandatory GHG reporting requirements, under which some of our Ecoservices’ facilities report depending upon each facility’s natural gas usage during each prior reporting year.
For example, the EPA has issued mandatory GHG reporting requirements, under which some of our facilities report depending upon each facility’s natural gas usage during each prior reporting year.
Such proceedings could put our patents at risk of being invalidated and confidential information may be disclosed through the discovery process; these costs and diversion of resources could harm our business.
Defending and enforcing our intellectual property rights can involve litigation and can be expensive and time consuming. Such 23 Table of Contents proceedings could put our patents at risk of being invalidated and confidential information may be disclosed through the discovery process; these costs and diversion of resources could harm our business.
These changes, as well as any other changes in social, political, regulatory and economic conditions, or further changes to foreign or domestic laws and policies governing foreign trade (including export, import and sanctions), manufacturing and development and foreign direct investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business. 38 Table of Con ten ts If we lose certain key personnel or are unable to hire additional qualified personnel, we may not be able to execute our business strategy and our business could be adversely affected.
These changes, as well as any other changes in social, political, regulatory and economic conditions, or further changes to foreign or domestic laws and policies governing foreign trade (including export, import and sanctions), manufacturing and development and foreign direct investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actio ns or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actio ns or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. 29 Table of Contents We may not pay additional dividends on our common stock and, consequentially, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
Our future effective tax rates may be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions, as well as changes in tax and other non-tax laws or their interpretation.
Our future effective tax rates may be affected by changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions, as well as changes in tax and other non-tax laws or their interpretation. Our tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies.
Additionally, current or future U.S. administrations may seek to alter current environmental standards and regulations, including, but not limited to, the Corporate Average Fuel Economy standards, which could have a material adverse effect on our sales into the clean fuels, emission control and other industries. 26 Table of Con ten ts We are subject to extensive environmental, health and safety regulations and face various risks associated with potential non-compliance or releases of hazardous materials.
Additionally, current or future U.S. administrations may seek to alter current environmental standards and regulations, including, but not limited to, the Corporate Average Fuel Economy standards, which could have a material adverse effect on our sales into the clean fuels, emission control and other industries.
Failure to protect our existing intellectual property rights may allow our competitors to copy our products and may result in the loss of valuable proprietary technologies or other intellectual property. Failure to protect our innovations and trademarks by securing intellectual property rights could also result in our having to pay other companies for infringing on their intellectual property rights.
Failure to protect our existing intellectual property rights may allow our competitors to copy our products and/or processes and may result in the loss of valuable proprietary technologies or other intellectual property.
Our competitors may improve their competitive position in our core end use applications by successfully introducing new products, improving their manufacturing processes, expanding their capacity or manufacturing facilities or responding more effectively than we do to new or emerging technologies and changes in customer requirements.
Our competitors may improve their competitive position in our core end use applications by improving their manufacturing processes, expanding their capacity or manufacturing facilities or responding more effectively than we do to changes in customer requirements. Some of our competitors may be able to lower prices for products that compete with our products if their costs are lower.
We rely on a limited number of customers for a meaningful portion of our business. A loss of one or more of these customers could adversely impact our profitability.
Any of the foregoing events could have a material adverse effect on our business, results of operations, financial condition and liquidity. We rely on a limited number of customers for a meaningful portion of our business. A loss of one or more of these customers could adversely impact our profitability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program is managed by the Cyber Incident Response Team (the “CIRT”), which is led by the Global IT Director, System Infrastructure Manager and the Network Infrastructure Manager, each with over 20 years of experience in IT. The CIRT serves as the core team responsible for managing the enterprise-wide cybersecurity policy, maintenance and compliance across all platforms.
Biggest changeOur cybersecurity program is managed by the Cyber Incident Response Team (the “CIRT”), which is led by the Senior IT Director, Cybersecurity Manager, and the Infrastructure Operations Manager, each with over 20 years of experience in information technology. The CIRT serves as the core team responsible for managing the enterprise-wide cybersecurity policy, maintenance and compliance across all platforms.
The CIRT will document findings and make them available to the Disclosure Committee, which includes cross functional senior management representation from information technology, legal, finance, investor relations and business segments.
The CIRT will document findings and make them available to the Disclosure Committee, which includes cross functional senior management representation from information technology, legal, finance, investor relations and the business.
As of December 31, 2024, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company's business strategy, results of operations, or financial condition, although we may be materially affected in the future by such risks or future material incidents.
As of December 31, 2025, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition, although we may be materially affected in the future by such risks or future material incidents.
We continue to invest in cybersecurity and the resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure and the information they contain. Our Board is actively involved in the assessment, oversight and management of the material risks that could affect the Company.
We continue to invest in cybersecurity and the resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure and the information they contain. 32 Table of Contents Our Board is actively involved in the assessment, oversight and management of the material risks that could affect the Company.
The CIRT meets with the CEO and other members of our senior management on a quarterly basis and meets with the Audit Committee at least annually. Additionally, the Audit Committee regularly meets with members of the Company’s internal audit function to discuss risk management activities, compliance, best practices, and other related matters.
The CIRT meets with the Chief Executive Officer and other members of our senior management on a quarterly basis and meets with the Audit Committee at least annually. Additionally, the Audit Committee regularly meets with members of the Company’s internal audit function to discuss risk management activities, compliance, best practices, and other related matters.
While our Board and Audit Committee oversee cybersecurity risk, management, through the CIRT, is responsible for the implementation and management of cybersecurity risk 41 Table of Con ten ts management systems and processes and for the communication of incidents to senior management and the Audit Committee.
While our Board and Audit Committee oversee cybersecurity risk, management, through the CIRT, is responsible for the implementation and management of cybersecurity risk management systems and processes and for the communication of incidents to senior management and the Audit Committee.
Added
We also have processes in place designed to mitigate risks from third-party technology and service providers, including, as appropriate, pre-contractual due diligence, review of contractual terms addressing cybersecurity and data protection, and periodic reassessment based on assessed vendor risk.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Segment Baton Rouge, Louisiana, United States Ecoservices Baytown, Texas, United States Ecoservices Dominguez, California, United States Ecoservices Delfzijl, The Netherlands (1) Advanced Materials & Catalysts Hammond, Indiana, United States Ecoservices Houston, Texas, United States Ecoservices Kansas City, Kansas, United States (1) Advanced Materials & Catalysts Martinez, California, United States Ecoservices West Orange, Texas, United States Ecoservices Portland, Oregon, United States Ecoservices (1) We lease a portion of the site to the Zeolyst Joint Venture.
Biggest changeLocation Baton Rouge, Louisiana, United States Baytown, Texas, United States Dominguez, California, United States Hammond, Indiana, United States Houston, Texas, United States Martinez, California, United States Waggaman, Louisiana, United States West Orange, Texas, United States Portland, Oregon, United States We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs.
Our joint ventures operated out of two facilities located in two countries. The table below presents summary information regarding our principal manufacturing facilities that we own as of December 31, 2024.
ITEM 2. PROPERTIES. Our operating headquarters is currently located in Wayne, Pennsylvania. As of December 31, 2025, we had nine manufacturing facilities and two administrative facilities located in the United States. The table below presents summary information regarding our principal manufacturing facilities that we own as of December 31, 2025.
Removed
ITEM 2. PROPERTIES. Our operating headquarters is currently located in Malvern, Pennsylvania and our primary research and development facility is in Conshohocken, Pennsylvania. As of December 31, 2024, we had ten manufacturing facilities in two countries. We also had five administrative facilities and two research and development facilities located in two countries.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe currently believe that there is no litigation pending that is likely to have a material adverse effect on our business. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES.
Biggest changeWe currently believe that there is no litigation pending that is likely to have a material adverse effect on our business. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 33 Table of Contents PART II
Removed
Not applicable. 42 Table of Con ten ts PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe information contained in the graph below is furnished and therefore not to be considered “filed” with the SEC, and is not incorporated by reference into any document that incorporates this Form 10-K by reference. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 ECVT (formerly PQG) $ 100 $ 94 $ 84 $ 73 $ 80 $ 63 Russell 2000 100 120 138 110 128 143 SP 1500 Spec Chem 100 116 149 112 128 126 43 Table of Con ten ts Issuer Purchases of Equity Securities 2022 Stock Repurchase Program In April 2022, our Board of Directors approved a stock repurchase program that authorized the Company to purchase up to $450 million of the Company’s common stock over the four-year period from the date of approval.
Biggest changeThe information contained in the graph below is furnished and therefore not to be considered “filed” with the SEC, and is not incorporated by reference into any document that incorporates this Form 10-K by reference. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 ECVT (formerly PQG) $ 100 $ 89 $ 77 $ 85 $ 66 $ 85 Russell 2000 100 115 91 107 119 134 SP 1500 Spec Chem 100 128 96 110 108 109 34 Table of Contents Issuer Purchases of Equity Securities Stock Repurchase Program The following table contains information about purchases of our common stock, excluding excise tax, during the fourth quarter of 2025: Total number of shares of common stock purchased (1) Average price paid per share of common stock (2) Total number of shares of common stock purchased as part of publicly announced plan or programs Maximum number (or dollar value) of shares of common stock that may yet be purchased under the plans or programs (in thousands) (1) October 1, 2025—October 31, 2025 — $ — — $ 202,207 November 1, 2025—November 30, 2025 930,934 $ 8.62 930,934 $ 194,184 December 1, 2025—December 31, 2025 1,284,987 $ 9.32 1,284,987 $ 182,207 Total 2,215,921 (1) In April 2022, our Board of Directors (the “Board”) approved a stock repurchase program that authorized the Company to purchase up to $450 million of the Company’s common stock over the four-year period from the date of approval (the “Stock Repurchase Program”).
These transactions when they occur, are accounted for as stock repurchases by the Company, with the shares returned to treasury stock at a cost representing the payment by the Company of the tax obligations on behalf of the employees in lieu of shares for the vesting unit. There were no such transactions during the three months ended December 31, 2024.
These transactions when they occur, are accounted for as stock repurchases by the Company, with the shares returned to treasury stock at a cost representing the payment by the Company of the tax obligations on behalf of the employees in lieu of shares for the vesting unit. There were no such transactions during the three months ended December 31, 2025.
Stock Performance Graph The graph below shows the cumulative total shareholder return of our common stock for the period from December 31, 2019 to December 31, 2024 as compared to the cumulative total return of the Russell 2000 Total Return Index and the S&P 1500 Specialty Chemicals Index, assuming an investment of $100 made at the respective closing prices on December 31, 2019.
Stock Performance Graph The graph below shows the cumulative total shareholder return of our common stock for the period from December 31, 2020 to December 31, 2025 as compared to the cumulative total return of the Russell 2000 Total Return Index and the S&P 1500 Specialty Chemicals Index, assuming an investment of $100 made at the respective closing prices on December 31, 2020.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information, Holders and Dividends Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ECVT”. As of February 21, 2025, there were 10 shareholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information, Holders and Dividends Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ECVT”. As of February 20, 2026, there were 8 shareholders of record of our common stock.
This program is expected to be funded using cash on hand and cash generated from operations. We primarily expect to conduct the repurchase program through negotiated transactions with the Company’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases.
We primarily expect to conduct the repurchase program through negotiated transactions with the Company’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 and 10b5-1 trading plans or through the use of other techniques such as accelerated share repurchases.
As of December 31, 2024, $229.6 million was available for additional share repurchases under the program. Tax Withholdings In connection with the vesting of restricted stock awards, restricted stock units and performance stock units, shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders.
(2) Excludes brokerage commissions and other costs of execution. Tax Withholdings In connection with the vesting of restricted stock awards, restricted stock units and performance stock units, shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders.
Historically the Company has made discretionary share repurchases under its share repurchase programs. During the three months ended December 31, 2024, the Company did not repurchase shares of its common stock on the open market pursuant to the stock repurchase program and therefore did not need to accrue excise tax related to repurchases.
During the three months ended December 31, 2025, the Company repurchased 2,215,921 shares of its common stock on the open market pursuant to the stock repurchase program, for a total cost of $20.0 million, excluding brokerage commissions and other costs of execution. As of December 31, 2025, $182.2 million was available for additional share repurchases under the program.
Among other things, the IRA imposes a 15% corporate alternative minimum tax for certain large corporations with average annual adjusted financial statement income in excess of $1 billion for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.
On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. Historically the Company has made discretionary share repurchases under its share repurchase programs.
Removed
On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.
Added
In October 2025, the Board amended the Stock Repurchase Program to remove the limitation that all repurchases must be made within the four-year period from the date of original approval. This program is expected to be funded using cash on hand and cash generated from operations.
Added
The IRA incentives were subsequently modified by the OBBBA enacted on July 4, 2025, which imposes more stringent eligibility requirements, accelerated phase-outs, and the termination of certain provisions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIncluded in this line-item are rounding discrepancies that may arise from rounding from dollars (in thousands) to dollars (in millions). 52 Table of Con ten ts Adjusted Net Income Summarized Adjusted Net Income information is shown below in the following table: Years ended December 31, 2024 2023 Pre-tax Tax expense (benefit) After-tax Pre-tax Tax expense (benefit) After-tax (in millions) Reconciliation of net (loss) income to Adjusted Net Income (1)(2) Net (loss) income $ (5.1) $ 1.6 $ (6.7) $ 82.0 $ 10.8 $ 71.2 Amortization of investment in affiliate step-up (b) 3.8 1.0 2.8 6.4 1.6 4.8 Impairment of investment in affiliated companies (c) 65.0 0.5 64.5 — — — Intangible asset impairment charge 3.9 1.0 2.9 — — — Debt extinguishment costs 4.6 1.2 3.4 — — — Net loss on asset disposals (d) 2.4 0.6 1.8 4.1 1.0 3.1 Foreign currency exchange gain (e) (0.2) (0.1) (0.1) (1.3) (0.3) (1.0) LIFO (benefit) expense (f) (2.2) (0.6) (1.6) 3.5 0.9 2.6 Transaction and other related costs (g) 0.4 0.1 0.3 3.0 0.8 2.2 Equity-based compensation 14.0 3.0 11.0 16.0 1.5 14.5 Restructuring, integration and business optimization expenses (h) 1.0 0.3 0.7 2.7 0.7 2.0 Other (i) (1.5) (0.5) (1.0) 0.8 0.2 0.6 Adjusted Net Income, including impact of valuation allowance release and changes in uncertain tax positions release 86.1 8.1 78.0 117.2 17.2 100.0 Impact of valuation allowance release (3) — — — — 10.2 (10.2) Changes in uncertain tax positions release (4) — 9.4 (9.4) — — — Adjusted Net Income $ 86.1 $ 17.5 $ 68.6 $ 117.2 $ 27.4 $ 89.8 (1) We define Adjusted Net Inco me as net (loss) income adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net (loss) income that we do not consider indicative of our ongoing operating performance.
Biggest changeAdjusted Net Income Summarized Adjusted Net Income information is shown below in the following table: Years ended December 31, 2024 2023 Pre-tax Tax expense (benefit) After-tax Pre-tax Tax expense (benefit) After-tax (in millions) Reconciliation of net income from continuing operations to Adjusted Net Income (1)(2) Net income from continuing operations $ 45.2 $ (0.3) $ 45.5 $ 56.9 $ 8.7 $ 48.2 Debt modification and extinguishment costs 4.6 1.2 3.4 — — — Net loss on asset disposals (a) 2.3 0.6 1.7 4.1 1.1 3.0 Transaction and other related costs (b) 0.4 0.1 0.3 2.9 0.7 2.2 Equity-based compensation 11.1 2.4 8.7 13.0 0.9 12.1 Restructuring, integration and business optimization expenses (c) 0.3 0.1 0.2 0.4 0.1 0.3 Other (d) 1.8 0.5 1.3 2.2 0.6 1.6 Adjusted Net Income, including impact of valuation allowance release and changes in uncertain tax positions 65.7 4.6 61.1 79.5 12.1 67.4 Impact of valuation allowance release (3) — — — — 10.2 (10.2) Changes in uncertain tax positions (4) — 9.4 (9.4) — (1.0) 1.0 Adjusted Net Income $ 65.7 $ 14.0 $ 51.7 $ 79.5 $ 21.3 $ 58.2 (1) We define Adjusted Net Inco me as net income from continuing operations adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income from continuing operations that we do not consider indicative of our ongoing operating performance.
We are also a leading North American producer of high quality and high strength virgin sulfuric acid for industrial and mining applications. We also provide chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry.
We are a leading North American producer of high quality and high strength virgin sulfuric acid for mining and industrial applications. We also provide chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry.
The market value is estimated using publicly traded comparable company values by applying their most recent annual Adjusted EBITDA multiples to the reporting unit’s Adjusted EBITDA for the trailing twelve months. The income approach value is estimated using a discounted cash flow approach.
The market value is estimated using publicly traded comparable company values by applying their most recent annual Adjusted EBITDA multiples to the reporting unit’s Adjusted EBITDA for the trailing twelve months. The income approach value is estimated using a discounted cash flow approach.
Ecoservices: We are a leading provider of sulfuric acid recycling to the North American refining industry for the production of alkylate, an essential gasoline component for lowering vapor pressure and increasing octane to meet stringent gasoline specifications and fuel efficiency standards.
We are a leading provider of sulfuric acid recycling to the North American refining industry for the production of alkylate, an essential gasoline component for lowering vapor pressure and increasing octane to meet stringent gasoline specifications and fuel efficiency standards.
The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2023 was mainly due the impact of a valuation allowance release connected to our state investment tax credit carryovers, foreign tax credit benefit, the Section 162(m) deduction limitation for “covered” employees with compensation in excess of $1 million, along with the tax deductibility of stock compensation.
The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2023 was mainly due the impact of a valuation allowance release connected to our state investment tax credit carryovers and the Section 162(m) deduction limitation for “covered” employees with compensation in excess of $1 million, along with the tax deductibility of stock compensation.
The price adjustments generally reflect actual costs for producing acid and tend to protect us from volatility in labor, fixed costs and raw material pricing.
The price adjustments generally reflect actual costs for producing sulfuric acid and tend to protect us from volatility in labor, fixed costs and raw material pricing.
On June 12, 2024, we amended the 2021 Term Loan Facility, to among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.25% per annum from a maximum of adjusted term SOFR plus 2.75% per annum, (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.25% per annum from a maximum of the alternate base rate plus 1.75% per annum and (c) extend the maturity date of all outstanding term loans to June 12, 2031 (the amended term loans, the “2024 Term Loan Facility”).
On June 12, 2024, we amended the 2021 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.25% per annum from a maximum of adjusted term SOFR plus 2.75% per annum, (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.25% per annum from a maximum of the alternate base rate plus 1.75% per annum and (c) extend the maturity date of all outstanding term loans to June 12, 2031.
During such time, the Company is required to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0. The Company was compliant with all debt covenants under the 2024 Term Loan Facility and the ABL Facility as of December 31, 2024 and 2023, respectively.
During such time, the Company is required to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0. The Company was compliant with all debt covenants under the 2025 Term Loan Facility and the ABL Facility as of December 31, 2025 and 2024, respectively.
For the annual assessments in 2024 and 2023, we bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test for each of our reporting units. The quantitative test identifies both the potential existence of impairment and the amount of impairment loss.
For the annual assessments in 2025 and 2024, we bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test for each of our reporting units. The quantitative test identifies both the potential existence of impairment and the amount of impairment loss.
Assessment of the potential impairment of investments in affiliate companies is an integral part of our normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time. Estimates based on these assumptions may differ significantly from actual results.
Assessment of the potential impairment of investments in affiliate companies is an integral part of our normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on numerous 49 Table of Contents assumptions and reflects management’s best estimates at a particular point in time. Estimates based on these assumptions may differ significantly from actual results.
Strategic decisions may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses. For further information, see Note 10 to these consolidated financial statements. Income Taxes We operate within multiple taxing jurisdictions and are subject to tax filing requirements and potential audits within these jurisdictions.
Strategic decisions may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses. For further information, see Note 4 to these consolidated financial statements. Income Taxes We operate within multiple state taxing jurisdictions and are subject to tax filing requirements and potential audits within these jurisdictions.
Sales volume increased driven by higher virgin sulfuric acid and regeneration services sales for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which had the adverse impact of Winter Storm Elliott and extended maintenance turnaround activity at our facilities in 2023, as well as strong demand for regeneration services in the gulf coast in 2024.
Sales volume increased driven by higher virgin sulfuric acid and regenerated sulfuric acid sales for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which had the adverse impact of Winter Storm Elliott and extended maintenance turnaround activity at our facilities in 2023, as well as strong demand for regenerated sulfuric acid in the gulf coast in 2024.
We determine the point in time when a customer obtains control of a product and we satisfy the performance obligation by considering factors including when we have a right to payment for the product, the customer has legal title to the product, we have transferred possession of the product, the customer has assumed the risks and rewards of ownership of the product and the customer has accepted the product.
We determine the point in 47 Table of Contents time when a customer obtains control of a product and we satisfy the performance obligation by considering factors including when we have a right to payment for the product, the customer has legal title to the product, we have transferred possession of the product, the customer has assumed the risks and rewards of ownership of the product and the customer has accepted the product.
Adjusted Net Income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition. Adjusted Net Income may not be comparable with net (loss) income or Adjusted Net Income as defined by other companies.
Adjusted Net Income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition. Adjusted Net Income may not be comparable with net income from continuing operations or Adjusted Net Income as defined by other companies.
On June 9, 2021, we amended the ABL Facility a third time to decrease the aggregate amount of revolving loan commitments available to $100.0 million, consisting of $90.0 million in U.S. commitments and $10.0 million in European commitments and extended the maturity date to August 2, 2026.
On June 9, 2021, we amended the ABL Facility to decrease the aggregate amount of revolving loan commitments available to $100.0 million, consisting of $90.0 million in U.S. commitments and $10.0 million in European commitments and extended the maturity date to August 2, 2026.
The quantitative test for indefinite-lived intangible assets is a one-step test comparing the fair value of the asset to its carrying amount. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss is recognized in an amount equal to the difference.
The quantitative test for indefinite-lived intangible assets is a one-step test 48 Table of Contents comparing the fair value of the asset to its carrying amount. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss is recognized in an amount equal to the difference.
We 56 Table of Con ten ts may seek, subject to market conditions and other factors, opportunities to repurchase, refinance or otherwise reprice our debt. 2024 Term Loan Facility On June 9, 2021, we entered into an agreement for a senior secured term loan facility (the “2021 Term Loan Facility”) in an aggregate principal amount of $900.0 million, with an original issue discount of 0.25% and interest at a floating rate of LIBOR (with a 0.50% minimum LIBOR floor) plus 2.75% per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50%), with a maturity date of June 9, 2028.
We may seek, subject to market conditions and other factors, opportunities to repurchase, refinance or otherwise reprice our debt. 2025 Term Loan Facility On June 9, 2021, we entered into an agreement for a senior secured term loan facility (the “2021 Term Loan Facility”) in an aggregate principal amount of $900.0 million with an original issue discount of 0.25% and interest at a floating rate of LIBOR (with a 0.50% minimum LIBOR floor) plus 2.75% per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50%), with a maturity date of June 9, 2028.
(2) Ref er to the Adjusted EBITDA notes above for more information with respect to each adjustment. (3) Represents the tax impact of the state tax credit valuation allowance release. Item is not expected to be recurring.
(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment. (3) Represents the tax impact of the state tax credit valuation allowance release. Item is not expected to be recurring.
Most of our Ecoservices contracts feature take-or-pay volume protection and/or quarterly price adjustments for commodity inputs, labor, the Chemical Engineering Index (U.S. chemical plant construction cost index) and natural gas. About 90% of our Ecoservices segment sales for the year ended December 31, 2024 were under contracts featuring quarterly price adjustments.
Most of our contracts feature take-or-pay volume protection and/or quarterly price adjustments for commodity inputs, labor, the Chemical Engineering Index (U.S. chemical plant construction cost index) and natural gas. About 90% of our sales for the year ended December 31, 2025 were under contracts featuring quarterly price adjustments.
The increase in selling, general and administrative expenses was primarily due to an increase in other compensation-related expenses of $12.4 million, partially offset by decreases in stock compensation of $2.0 million, professional fees of $2.1 million and other expenses of $3.8 million.
The increase in selling, general and administrative expenses was primarily due to an increase in compensation-related expenses of $2.0 million and other expenses of $1.4 million, partially offset by decreases in stock compensation of $1.4 million and professional fees of $1.4 million.
As a result, we recorded $4.5 million of third-party financing fees as debt extinguishment costs in the consolidated statements of income during the year ended December 31, 2024 .
As a result, we recorded $4.5 million of third-party financing fees as debt modification and extinguishment costs in the consolidated statements of (loss) income during the year ended December 31, 2024 .
The take-or-pay volume protection allows us to cover fixed costs through intermittent, temporary production issues at customer refineries. 46 Table of Con ten ts While natural gas is not a direct feedstock for any product, natural gas powered machinery and equipment are used to heat raw materials and create the chemical reactions necessary to produce end-products.
The take-or-pay volume protection allows us to cover fixed costs through intermittent, temporary production issues at customer refineries. 37 Table of Contents While natural gas is not a direct feedstock for any product, natural gas powered machinery and equipment are used to heat raw materials and create the chemical reactions necessary to produce end-products.
Goodwill and intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events or circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount. 59 Table of Con ten ts Goodwill is tested for impairment at the reporting unit level.
Goodwill and intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events or circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level.
The decrease in other operating expense, net was mainly driven by smaller losses on asset disposals during the year ended December 31, 2024 and residual costs from the sale of the Performance Chemicals business and other transactions costs that occurred during the year ended December 31, 2023 .
The decrease in other operating expense, net was mainly driven by smaller losses on asset disposals during the year ended December 31, 2024 and residual costs from the sale of a former business segment and other transactions costs that occurred during the year ended December 31, 2023.
The following is our consolidated statement of income and a summary of financial results for the years ended December 31, 2024 and 2023.
The following is our consolidated statements of (loss) income and a summary of financial results for the years ended December 31, 2024 and 2023.
Adjusted Net Income consists of net (loss) income adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net (loss) income that we do not consider indicative of our ongoing operating performance.
Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations and EBITDA that we do not consider indicative of our ongoing operating performance.
On January 30, 2025, the Company amended the 2024 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.00% per annum from a maximum of term SOFR plus 2.25% per annum and (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.00% per annum from a maximum of the alternate base rate plus 1.25% per annum.
On January 30, 2025, we amended the 2021 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.00% per annum from a maximum of term SOFR plus 2.25% per annum and (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.00% per annum from a maximum of the alternate base rate plus 1.25% per annum (the amended term loans, the “2025 Term Loan Facility”).
Adjusted EBITDA and Adjusted Net Income are presented as key performance indicators as we believe these financial measures will enhance a prospective investor’s understanding of our results of operations and financial condition. EBITDA consists of net (loss) income attributable t o continuing operations b efore interest, taxes, depreciation and amortization.
Adjusted EBITDA, Adjusted Net Income and Net Debt are presented as key performance indicators as we believe these financial measures will enhance a prospective investor’s understanding of our results of operations and financial condition. EBITDA consists of net income from continuing operations b efore interest, taxes, depreciation and amortization.
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for 61 Table of Con ten ts the year in which the differences are expected to reverse.
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse.
The first ratio compares the total ABL availability against a threshold: the greater of 10% of the line cap (which is defined as the lesser of our revolving loan commitments and the value of our assets) or $20.0 million. The greater of this threshold cannot be greater than the total availability of the ABL Facility.
The first ratio compares the total ABL availability against a threshold: the greater of 10% of the line cap (which was defined as the lesser of our revolving loan commitments and the value of our assets) or $10.0 million. The greater of this threshold could not be greater than the total availability of the ABL Facility.
The change in Adjusted EBITDA was a result of higher sales volumes and favorable contract pricing, largely offset by higher transportation costs and planned maintenance costs inclusive of turnarounds, as well as unfavorable net pricing, reflecting the timing and contractual pass-through of certain costs, including energy and other indexed costs.
The change in Adjusted EBITDA was a result of higher transportation costs and planned maintenance costs inclusive of turnarounds, an increase in other compensation-related expenses, as well as unfavorable net pricing, reflecting the timing and contractual pass-through of certain costs, including energy and other indexed costs, partially offset by higher sales volumes and favorable contract pricing.
Revolving credit borrowings are payable at our option throughout the term of the ABL Facility with the balance due August 2, 2026. We have the availability to request letters of credit under the ABL Facility. We had $3.3 million of letters of credit outstanding as of December 31, 2024, which reduce available borrowings under the ABL Facility by such amounts.
Revolving credit borrowings are payable at our option throughout the term of the ABL Facility with the balance due April 10, 2030. We have the availability to request letters of credit under the ABL Facility. We had $3.2 million of letters of credit outstanding as of December 31, 2025, which reduce available borrowings under the ABL Facility by such amounts.
Our liquidity requirements are significant, primarily due to debt service requirements. As reported, our cash interest expense for the years ended December 31, 2024, 2023 and 2022 was approximately $49.0 million, $42.1 million and $35.4 million, respectively.
Our liquidity requirements are significant, primarily due to debt service requirements. As reported, our cash interest expense for the years ended December 31, 2025, 2024 and 2023 was approximately $50.8 million, $49.0 million and $42.1 million, respectively.
Our management evaluates the performance of our segments and allocates resources based primarily on Adjusted EBITDA. Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity.
Our management evaluates our performance and allocates resources based on Adjusted EBITDA. Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net (loss) income from continuing operations as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity.
We were in compliance with all debt covenants as of December 31, 2024 and 2023, respectively. 57 Table of Con ten ts Capital Expenditures Maintenance capital expenditures include spending on maintenance of business, health, safety and environmental initiatives. Growth capital expenditures include spending to drive organic sales growth and cost savings initiatives.
We were in compliance with all debt covenants as of December 31, 2025 and 2024, respectively. Capital Expenditures Maintenance capital expenditures include spending on maintenance of business, health, safety and environmental initiatives. Growth capital expenditures include spending to drive organic sales growth and cost savings initiatives.
Over the course of the next twelve months and beyond, we anticipate making significant cash payments for known contractual and other obligations, including: Principal and interest on long-term debt As of December 31, 2024, our total indebtedness was $870.8 million, with up to $75.2 million of available borrowings under our ABL.
Over the course of the next twelve months and beyond, we anticipate making significant cash payments for known contractual and other obligations, including: Principal and interest on long-term debt As of December 31, 2025, our total indebtedness was $397.1 million, with up to $67.6 million of available borrowings under our ABL.
For the year ended December 31, 2024, the Company repurchased 552,081 shares on the open market at an average price of $9.05 per share, for a total of $5.0 million excluding brokerage commissions and accrued excise tax. As of December 31, 2024, $229.6 million was available for share repurchases under the program.
During the year ended December 31, 2024, the Company repurchased 552,081 shares on the open market at an average price of $9.05 per share, for a total of $5.0 million, excluding brokerage commissions and accrued excise tax.
Net cash used in financing activities was $17.9 million for the year ended December 31, 2024, compared with $93.5 million used during the year ended December 31, 2023. Net cash used in financing activities was driven by the lower repurchases of the Company’s common stock of $73.7 million during the year ended December 31, 2024 compared to December 31, 2023.
The decrease in net cash used in financing activities was driven by lower repurchases of the Company’s common stock of $73.7 million during the year ended December 31, 2024 compared to December 31, 2023 .
Following this amendment, U.S. dollar-denominated borrowings under the ABL Facility bear interest at a rate equal to an adjusted SOFR rate or the base rate plus a margin of between 1.25% and 1.75% or 0.25% to 0.75%, respectively. As of December 31, 2024, there were no revolving credit borrowings under the ABL Facility.
Following this amendment, U.S. dollar-denominated borrowings under the ABL Facility bear interest at a rate equal to an adjusted SOFR rate or the base rate plus a margin of between 1.25% and 1.75% or 0.25% to 0.75%, respectively.
The increase in sales reflects higher sales volume of $42.4 million, partially offset by lower average selling pricing of 28.9 million, inclusive of the negative impact associated with the pass-through of lower sulfur costs of approximately $7 million.
The increase in sales reflects higher sales volume of $42.4 million, partially offset by lower average selling pricing of $28.9 million, including the pass-through effect of lower sulfur costs of approximately $7 million.
The tax effect on equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within IRC Sec. 162(m) and adding the tax effect of equity-based compensation shortfall recorded as a discrete item.
The tax effect on equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within Section 162(m) of the Internal Revenue Code of 1986 (as amended) and adding the tax effect of equity-based compensation shortfall recorded as a discrete item.
In addition, previously unamortized deferred financing costs and original issue discount of $0.1 million associated with the existing senior secured term loan facility were written off as debt extinguishment costs for the year ended December 31, 2024 . In January 2025, the Company re-priced the 2024 Term Loan Facility to reduce the applicable interest rate.
In addition, previously unamortized deferred financing costs and original issue discount of $0.1 million associated with the existing senior secured term loan facility were written off as debt extinguishment costs for the year ended December 31, 2024 .
Selling, General and Administrative Expenses Selling, general and administrative expenses for the year ended December 31, 2024 were $83.9 million, an increase of $4.7 million compared with $79.2 million for the year ended December 31, 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses for the year ended December 31, 2024 were $65.4 million, an increase of $4.9 million compared with $60.5 million for the year ended December 31, 2023.
For further information, see Note 14 to these consolidated financial statements. Investments in Affiliated Companies Investments in affiliated companies are accounted for using the equity method of accounting if the investment provides the Company with the ability to exercise significant influence, but not control, over the investee.
Investments in Affiliated Companies Investments in affiliated companies are accounted for using the equity method of accounting if the investment provides the Company with the ability to exercise significant influence, but not control, over the investee.
Our total available liquidity as of December 31, 2024 was $221.2 million, which represents our cash on hand of $146.0 million plus our excess availability under our ABL of $75.2 million, after giving effect to $3.3 million of outstanding letters of credit and no revolving credit facility borrowings.
Our total available liquidity as of December 31, 2025 was $264.8 million, which represents our cash on hand of $197.2 million plus our excess availability under our ABL of $67.6 million, after giving effect to $3.2 million of outstanding letters of credit and no revolving credit facility borrowings.
The increase in sales was primarily due to higher sales volume of regeneration services and virgin sulfuric acid, partially offset by lower average selling prices as a result of the pass-through of costs in Ecoservices. Gross Profit Gross profit increased $3.6 million to $201.5 million.
Sales Sales increased $13.5 million to $598.3 million. The increase in sales was primarily due to higher sales volume of regenerated sulfuric acid and virgin sulfuric acid, partially offset by lower average selling prices as a result of the pass-through of costs. Gross Profit Gross profit decreased $3.0 million to $163.4 million.
The increase in interest expense, net was primarily due to year over year increase in variable rates and the decrease in the benefits associated with our interest rate caps, partially offset by lower outstanding debt for the year ended December 31, 2024 , as compared to the year ended December 31, 2023 and the reductions in our spread associated with the June 2024 refinancing. 49 Table of Con ten ts Debt Extinguishment Costs Debt extinguishment costs for the year ended December 31, 2024 were $4.6 million .
The increase in interest expense, net was primarily due to year over year increase in variable rates and the decrease in the benefits associated with our interest rate caps, partially offset by lower outstanding debt for the year ended December 31, 2024, as compared to the year ended December 31, 2023 and the reduction in our spread associated with the June 2024 refinancing.
We maintain multiple suppliers wherever possible and structure our customer contracts when possible to allow for the pass-through of raw material, labor and natural gas costs. Joint Venture We account for our investments in our equity joint ventures under the equity method.
We maintain multiple suppliers wherever possible and structure our customer contracts when possible to allow for the pass-through of raw material, labor and natural gas costs.
Such charges could have a material impact on our financial position, results of operations, or cash flows. Lease obligations The Company has operating and finance lease agreements for land, buildings, railcars, vehicles, manufacturing equipment and general office equipment, as well as a financing obligation in connection with a failed-sale-leaseback.
Such charges could have a material impact on our financial position, results of operations, or cash flows. 52 Table of Contents Lease obligations The Company has operating and finance lease agreements for land, buildings, railcars, vehicles, manufacturing equipment and general office equipment.
The decrease in cash from working capital during the year ended December 31, 2024 of $0.1 million was unfavorable compared to the year ended December 31, 2023 primarily due to unfavorable changes in inventories and accrued liabilities, which were partially offset by favorable changes in receivables, prepaids and other current assets.
The increase in cash from working capital during the year ended December 31, 2024 of $6.7 million was favorable compared to the year ended December 31, 2023 primarily due to favorable changes in receivables and prepaids and other currents assets, partially offset by unfavorable changes in inventories.
Certain of our contracts include multiple performance obligations under which the purchase price for each distinct performance obligation is defined in the contract. As described above, our MSAs with our customers may outline prices for individual products or contract provisions.
Certain of our contracts include multiple performance obligations under which the purchase price for each distinct performance obligation is defined in the contract. As described above, our MSAs with our customers may outline prices for individual products or contract provisions. MSAs may contain provisions whereby raw materials costs are passed-through to the customer per the terms of their contract.
The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2024 was mainly due to the impact of the tax deductibility of the impairment of investment in affiliated companies, the statute of limitations expiration related to prior year uncertain tax positions, foreign tax credit benefit and research and development tax credit benefit.
The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2024 was mainly due to the statute of limitations expiration related to prior year uncertain tax positions.
The favorable change in prepaids and other current assets primarily relates to the timing of interest and other receivables. Net cash used in investing activities was $73.5 million for the year ended December 31, 2024, compared to net cash used of $65.3 million during the year ended December 31, 2023.
The unfavorable change in prepaids and other current assets primarily relates to the timing of interest and other receivables. Net cash provided by investing activities was $456.5 million for the year ended December 31, 2025, compared to net cash used of $55.6 million during the year ended December 31, 2024.
On June 12, 2024, the Company amended its existing senior secured term loan facility to reduce the applicable interest rates and extend the maturity of the facility to June 2031. The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was primarily a modification of debt.
On January 30, 2025, we amended our existing senior secured term loan facility to reduce the applicable interest rates. The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was a modification of debt.
Interest Expense, Net Interest expense, net for the year ended December 31, 2024 was $49.4 million, an increase of $4.7 million, as compared with $44.7 million for the year ended December 31, 2023.
Interest Expense, Net Interest expense, net for the year ended December 31, 2024 was $36.5 million , an increase of $4.8 million , as co mpared with $31.7 million for the year ended December 31, 2023.
(g) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations. (h) Includes the impact of restructuring, integration and business optimization expenses, which are incremental costs that are not representative of our ongoing business operations.
(b) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations.
Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net cash provided by operating activities was $149.9 million for the year ended December 31, 2024, compared with $137.6 million provided for the year ended December 31, 2023.
Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Net cash provided by operating activities was $103.8 million for the year ended December 31, 2024, compared with $100.5 million provided for the year ended December 31, 2023.
The unfavorable change in inventories was primarily due to the timing of sales orders and inventory build. The unfavorable change in accrued liabilities primarily relates to timing of payments for variable employee compensation liabilities. The favorable change in receivables was driven by the timing of collection of sales.
The unfavorable change in inventories was primarily due to the timing of sales orders and inventory build. The favorable change in accrued 53 Table of Contents liabilities primarily relates to timing of payments for variable employee compensation liabilities and transaction related liabilities, partially offset by timing of interest payments.
The increase in gross profit was primarily due to higher sales volume and favorable variable costs, partially offset by lower average selling prices and unfavorable manufacturing costs. Operating Income Operating income increased $1.3 million to $98.0 million. The increase in operating income was primarily due to the increase in gross profit.
The decrease in gross profit was primarily due to lower average selling prices and unfavorable manufacturing costs, partially offset by higher sales volume and favorable variable costs. Operating Income Operating income decreased $4.4 million to $85.1 million. The decrease in operating income was primarily due to the decrease in gross profit and higher other operating expenses, net.
Years ended December 31, 2024 2023 2022 (in millions) Maintenance capital expenditures $ 53.3 $ 54.1 $ 46.9 Growth capital expenditures 16.1 8.1 9.0 Total capital expenditures $ 69.4 $ 62.2 $ 55.9 Capital expenditures remained at a level sufficient for required maintenance and certain expansion growth initiatives during these periods.
Years ended December 31, 2025 2024 2023 (in millions) Maintenance capital expenditures $ 61.5 $ 47.9 $ 49.6 Growth capital expenditures 6.8 7.1 4.3 Total capital expenditures $ 68.3 $ 55.0 $ 53.9 Capital expenditures remained at a level sufficient for required maintenance and certain expansion growth initiatives during these periods.
Stock Repurchase Program On April 27, 2022, the Board approved a stock repurchase program that authorized the Company to purchase up to $450.0 million of the Company’s common stock over the four-year period from the date of approval.
Refer to Note 4 to our consolidated financial statements for additional information Stock Repurchase Program On April 27, 2022, the Board of Directors approved a stock repurchase program that authorized the Company to purchase up to $450.0 million of the Company’s common stock over the four-year period from the date of approval (the “Stock Repurchase Program”).
Other (Income) Expense, Net Other (income) expense, net for the year ended December 31, 2024 was income of $0.8 million, a change of $1.4 million, compared with expense of $0.6 million for the year ended December 31, 2023. The change primarily related to the sale of environmental credits during the year ended December 31, 2024.
The change primarily related to the sale of environmental credits during the year ended December 31, 2024. (Benefit) Provision For Income Taxes The (benefit) provision for income taxes for the year ended December 31, 2024 was a benefit of $0.3 million compared with a provision of $8.7 million for the year ended December 31, 2023.
Key Factors and Trends Affecting Operating Results and Financial Condition Sales Overall, our Ecoservices and Advanced Materials & Catalysts segments continued to benefit from positive demand trends for our products and services in the majority of end uses we serve.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each of the respective periods. Key Factors and Trends Affecting Operating Results and Financial Condition Sales Overall, our business continued to benefit from positive demand trends for our products and services in the majority of end uses we serve.
Our presentation of Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Reconciliations of Adjusted EBITDA and Adjusted Net Income to GAAP net (loss) income are included in the results of operations discussion that follows for each of the respective periods.
Our presentation of Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Reconciliations of Adjusted EBITDA, Adjusted Net Income to GAAP net income and Net Debt to GAAP total debt are included in this “Item 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview We are a leading integrated and innovative global provider of advanced materials, specialty catalysts and services. We believe that our products and services contribute to improving the sustainability of the environment.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview We are a leading integrated provider of virgin and regenerated sulfuric acid products and services. We believe that our business contributes to improving the sustainability of the environment.
We recognize net tax benefits under the recognition and measurement criteria of ASC 740, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns.
As events and circumstances change, valuation allowances are adjusted within results from operations when applicable. We recognize net tax benefits under the recognition and measurement criteria of ASC 740 , which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns.
We did not have any revolving credit facility borrowings as of December 31, 2024. As of December 31, 2024, we were in compliance with all covenants under our debt agreements. Our ABL Facility has one financial covenant with two ratios to maintain.
As of December 31, 2025, we were in compliance with all covenants under our debt agreements. Prior to April 10, 2025, our ABL Facility has one financial covenant with two ratios to maintain.
Cash generated by operating activities, other than changes in working capital was higher by $12.3 million during the year ended December 31, 2024, as compared to the prior year which was primarily driven by higher dividends received from affiliates, offset by lower earnings, higher cash taxes and cash interest paid .
Cash generated by operating activities, other than changes in working capital was lower by $3.7 million during the year ended December 31, 2024, as compared to December 31, 2023, which was primarily driven by lower earnings.
Other Operating Expense, Net Other operating expense, net for the year ended December 31, 2024 was $19.6 million, a decrease of $2.4 million compared with $22.0 million for the year ended December 31, 2023.
Other Operating Expense, Net Other operating expense, net for the year ended December 31, 2024 was $12.9 million , a decrease of $3.5 million compared with $16.4 million for the year ended December 31, 2023 .
The principal balance due in the next twelve months is $8.7 million. 54 Table of Con ten ts Interest payments due within the next twelve months are $50.1 million using the interest rate effective as of December 31, 2024 on our variable interest credit facilities. Interest on long-term debt excludes amortization of deferred financing fees and original issue discount.
Interest payments due within the next twelve months are $21.2 million using the interest rate effective as of December 31, 2025 on our variable interest credit facilities. Interest on long-term debt excludes amortization of deferred financing fees and original issue discount.
The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business. The resolution of these uncertainties may result in adjustments to our tax assets and tax liabilities.
Our operations and the complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes we will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.
On February 9, 2023, we amended the 2021 Term Loan Facility to replace LIBOR with a Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate. Following this amendment, the 2021 Term Loan Facility bears interest at an adjusted SOFR rate (with a 0.50% minimum floor) plus 2.75% per annum (or, depending on the first lien net leverage ratio, 2.50%).
Following this amendment, the 2021 Term Loan Facility bore interest at an adjusted SOFR rate (with a 0.50% minimum floor) plus 2.75% per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50%).
The adjustments to net income are shown net of applicable tax rates of 25.3% and 25.4% for the years ended December 31, 2024 and 2023, respectively, except for equity-based compensation and the impairment of investment in affiliated companies.
The adjustments to net income from continuing operations are shown net of applicable tax rates of 24.8% and 25.3% for the years ended December 31, 2025 and 2024, respectively, except for equity-based compensation.
Principal and interest payments made during the year was $0.1 million. As of December 31, 2024, our total finance obligation was $4.9 million, with $3.1 million of principal and interest payments made during the year. Finance obligation due within the next twelve months is $3.1 million.
Principal and interest payments made during the year were not material. As of December 31, 2025, our total finance obligation was not material. Principal and interest payments made during the year were not material. Finance obligation due within the next twelve months is not material.
We identify a contract when an agreement with a customer creates legally enforceable rights and obligations, which occurs when a contract has been approved by both parties, the parties are committed to perform their respective obligations, each party’s rights and payment terms are clearly identified, commercial substance exists and it is probable that we will collect the consideration to which we are entitled. 58 Table of Con ten ts Evidence of a contract with a customer may take the form of a master service agreement (“MSA”), a MSA in combination with an underlying purchase order, a combination of a pricing quote with an underlying purchase order or an individual purchase order received from a customer.
We identify a contract when an agreement with a customer creates legally enforceable rights and obligations, which occurs when a contract has been approved by both parties, the parties are committed to perform their respective obligations, each party’s rights and payment terms are clearly identified, commercial substance exists and it is probable that we will collect the consideration to which we are entitled.
We believe that these non-GAAP financial measures provide investors with useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. You should not consider Adjusted EBITDA or Adjusted Net Income in isolation or as alternatives to the presentation of our financial results in accordance with GAAP.
We believe that these non-GAAP financial measures provide investors with useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.
As of December 31, 2024, our total operating lease liabilities was $33.5 million, with $11.0 million of principal and interest payments made during the year. Operating lease payments due within the next twelve months is $11.0 million. As of December 31, 2024, our total finance lease liabilities was $0.02 million and due within in the next twelve months.
As of December 31, 2025, our total operating lease liabilities was $38.2 million, with $12.1 million of principal and interest payments made during the year. Operating lease payments due within the next twelve months is $11.8 million. As of December 31, 2025, our total finance lease liabilities were not material.
We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources of funds. Our primary liquidity requirements include funding working capital requirements (primarily inventory and accounts receivable, net of accounts payable and other accrued liabilities), debt service requirements and capital expenditures.
Our primary liquidity requirements include funding working capital requirements (primarily inventory and accounts receivable, net of accounts payable and other accrued liabilities), debt service requirements and capital expenditures.
Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, nonrecurring or other items included in net (loss) income and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture.
Adjusted Net Income consists of net income from continuing operations adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations that we do not consider indicative of our ongoing operating performance. Net Debt consists of total debt less cash and cash equivalents.
The presentation of Adjusted EBITDA and Adjusted Net Income financial measures may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.
You should not consider Adjusted EBITDA, Adjusted Net Income, or Net Debt in isolation or as alternatives to the presentation of our financial results in accordance with GAAP. The presentation of Adjusted EBITDA, Adjusted Net Income and Net Debt financial measures may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe consolidated financial statements, supplementary information and financial statement schedules of the Company are set forth beginning on page F-1 of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
Biggest changeWe did not write off any bad debt on our total sales of $723.5 million and $598.3 million for the years ended December 31, 2025 and 2024, respectively. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The consolidated financial statements, supplementary information and financial statement schedules of the Company are set forth beginning on page F-1 of this report. ITEM 9.
Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices. For more information about our interest rate cap agreements, refer to Note 18 — Financial Instrument of our consolidated financials statements included in Part II, Item 8 — Financial Statements and Supplementary Data.
Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices. For more information about our interest rate cap agreements, refer to Note 17 — Financial Instruments of our consolidated financials statements included in Part II, Item 8 — Financial Statements and Supplementary Data.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Our major market risk exposure is potential losses arising from changing rates and prices regarding foreign currency exchange rate risk, interest rate risk and credit risk. The Company regularly reviews foreign exchange and interest rate activity, and monitors compliance with our hedging policy.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Our major market risk exposure is potential losses arising from changing rates and prices regarding interest rate risk and credit risk. The Company regularly reviews interest rate activity, and monitors compliance with our hedging policy.
We record the fair value of these hedges as assets or liabilities and the related unre alized gains or losses are deferred in stockholders’ equity as a component of other comprehensive income (loss), net of tax. The interest rate caps had a fair value net asset of $11.8 million and $16.5 million at December 31, 2024 and 2023, respectively.
We record the fair value of these hedges as assets or liabilities and the related unre alized gains or losses are deferred in stockholders’ equity as a component of other comprehensive income (loss), net of tax. The interest rate caps had a fair value net asset of $0.1 million and $11.8 million at December 31, 2025 and 2024, respectively.
As of December 31, 2024, a 100 basis point increase in assumed interest rates for our variable interest credit facilities, before impact of any hedges, would have an annual impact of approximately $8.7 million on interest expense. We hedge the interest rate fluctuations on debt obligations through interest rate cap agreements.
As of December 31, 2025, a 100 basis point increase in assumed interest rates for our variable interest credit facilities, before impact of any hedges, would have an annual impact of approximately $4.0 million on interest expense. We hedge the interest rate fluctuations on debt obligations through interest rate cap agreements.
Credit Risk We are exposed to credit risk on financial instruments to the extent our counterparty fails to perform certain duties as required under the provisions of an agreement. We only transact with counterparties having an appropriate credit rating for the risk involved.
Credit Risk We are exposed to credit risk on financial instruments to the extent our counterparty fails to perform certain duties as required under the provisions of an agreement. We only transact with counterparties having an appropriate credit rating for the risk involved. Credit exposure is managed through credit approval and monitoring procedures.
Credit exposure is managed through credit approval and monitoring procedures. 64 Table of Con ten ts Concentration of credit risk can result primarily from trade receivables, for example, with certain customers operating in the same industry or customer groups located in the same geographic region.
Concentration of credit risk can result primarily from trade receivables, for example, with certain customers operating in the same industry or customer groups located in the same geographic region. Credit risk related to these types of receivables is managed through credit approval and monitoring procedures.
Interest Rate Risk We are exposed to fluctuations in interest rates on our senior secured credit facilities. Changes in interest rates will not affect the market value of such debt but will affect the amount of our interest payments over the term of the loans. Likewise, an increase in interest rates could have a material impact on our cash flow.
Changes in interest rates will not affect the market value of such debt but will affect the amount of our interest payments over the term of the loans. Likewise, an increase in interest rates could have a material impact on our cash flow.
We do not use financial instruments for speculative purposes, and we limit our hedging activity to the underlying economic exposure. Foreign Exchange Risk Our financial results are subject to the impact of gains and losses on currency translations, which occur when the financial statements of foreign operations are translated into U.S. dollars.
We do not use financial instruments for speculative purposes, and we limit our hedging activity to the underlying economic exposure. Interest Rate Risk We are exposed to fluctuations in interest rates on our senior secured credit facilities.
Removed
We operate a geographically diverse business with approximately 5% and 6% of our sales during the years ended December 31, 2024 and 2023, respectively, coming from our international operations in currencies other than the U.S. dollar.
Added
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
Removed
Because consolidated financial results are reported in U.S. dollars, sales or earnings generated in currencies other than the U.S. dollar can result in a significant increase or decrease in the amount of those sales and earnings when translated to U.S. dollars.
Removed
The financial statements of our operations outside the United States, where the local currency is considered to be the functional currency, are translated into U.S. dollars using the exchange rate in effect at each balance sheet date for assets and liabilities and the average exchange rate for each period for sales, expenses, gains, losses and cash flows.
Removed
The exchange rates between these currencies and the U.S. dollar in recent years have fluctuated significantly and may continue to do so in the future. The foreign currency to which we have the most significant exchange rate exposure is the British pound. Sales in this currency represented approximately 5% of our sales during the year ended December 31, 2024.
Removed
A 10% change in the average British pound to U.S. dollar exchange rate during the year ended December 31, 2024 would have impacted sales by approximately $3.2 million over the same period, or 0.5% of our total sales, assuming product pricing remained constant. The effect of translating foreign subsidiaries’ balance sheets into U.S. dollars is included in other comprehensive income.
Removed
The impact of gains and losses on transactions denominated in currencies other than the functional currency of the relevant operations are included in other expense (income), net in the consolidated statements of income. Income and expense items are translated at average exchange rates during the year.
Removed
Net foreign currency exchange gains and losses included in other expense (income), net was a $0.3 million loss for the year ended December 31, 2024.
Removed
The net foreign currency (gain) loss realized in the year ended December 31, 2024 was primarily driven by the remeasurement effects of monetary assets and liabilities, including non-permanent intercompany debt denominated in a foreign currency and translated to U.S. dollars, and was principally non-cash in nature.
Removed
Credit risk related to these types of receivables is managed through credit approval and monitoring procedures. For the year ended December 31, 2024, we did not write off any bad debt on our total sales of $704.5 million but wrote off a nominal amount of bad debt in December 31, 2023. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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