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What changed in MYERS INDUSTRIES INC's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of MYERS INDUSTRIES 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.

+146 added139 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-06)

Top changes in MYERS INDUSTRIES INC's 2025 10-K

146 paragraphs added · 139 removed · 119 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSignature's annual sales were approximately $110 million at the time of the acquisition. 4 The following table summarizes the key attributes of the business segments for the year ended December 31, 2024: Material Handling Segment 2024 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $621.7 Plastic Reusable Containers & Akro-Mils® Plastic Rotational Molding Agriculture 74% Pallets Jamco® Plastic Injection Molding Automotive Intermediate bulk containers Buckhorn® Structural Foam Molding Food Processing Fuel, water and waste containers Ameri-Kart® Plastic Blow Molding Food Distribution Composite Ground Protection Matting Scepter® Material Regrind & Recycling Healthcare Plastic Storage & Elkhart Plastics® Product Design Industrial Organizational Products Trilogy Plastics™ Prototyping Manufacturing Plastic and Metal Carts Signature Systems™ Product Testing Retail Distribution Metal Cabinets Material Formulation Wholesale Distribution Custom Products Plastic Thermoforming Consumer Infrared Welding Recreational Vehicle Metal Forming Marine Stainless Steel Forming Military Powder Coating Custom Compression Molding Infrastructure & Construction Distribution Segment 2024 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $214.8 Tire Valves & Accessories Myers Tire Supply® Broad Sales Coverage Retail Tire Dealers 26% Tire Changing & Myers Tire Supply Local Sales Truck Tire Dealers Balancing Equipment International Four Strategically Placed Auto Dealers Lifts & Alignment Equipment Patch Rubber Company® Distribution Centers Commercial Auto & Truck Service Equipment Elrick International Distribution Fleets Hand Tools Fleetline Personalized Service General Repair & Services Tire Repair & Retread MTS National Accounts Facilities Equipment & Supplies Mohawk Rubber Sales Product Training Tire Retreaders Brake, Transmission & Allied Seymoure Repair/Service Training Tire Repair Service Equipment & Supplies Tuffy New Products/Services Governmental Agencies Highway Markings Advance Traffic Markings “Speed to Market” Telecommunications Industrial Rubber MXP™ Rubber Mixing Industrial General Shop Supplies Rubber Compounding Road Construction Tire Pressure Monitoring System Rubber Calendaring Mining Tiered Product Offerings Truck Stop Operations 5 Segments Overview Material Handling Segment The Material Handling Segment manufactures highly engineered polymer packaging containers, storage and safety products, composite ground protection and specialty molded parts.
Biggest changeSignature's annual sales were approximately $110 million at the time of the acquisition. 4 The following table summarizes the key attributes of the business segments for the year ended December 31, 2025: Material Handling Segment 2025 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $622.1 Plastic Reusable Containers & Akro-Mils® Plastic Rotational Molding Agriculture 75% Pallets Ameri-Kart® Plastic Injection Molding Automotive Intermediate bulk containers Buckhorn® Structural Foam Molding Consumer Fuel, water and waste containers Elkhart Plastics® Plastic Blow Molding Custom Composite Ground Protection Matting Jamco® Plastic Compression Molding Food Distribution Plastic Storage & Scepter® Material Regrind & Recycling Food Processing Organizational Products Signature Systems® Product Design Healthcare Plastic and Metal Carts Trilogy Plastics™ Prototyping Industrial Metal Cabinets Product Testing Infrastructure & Construction Custom Products Composite Material Formulation Manufacturing Plastic Thermoforming Marine Infrared Welding Military Metal Forming Recreational Vehicle Stainless Steel Forming Retail Distribution Powder Coating Wholesale Distribution Distribution Segment 2025 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $203.9 Tire Valves & Accessories Myers Tire Supply® Broad Sales Coverage Retail Tire Dealers 25% Tire Changing & Myers Tire Supply Local Sales Truck Tire Dealers Balancing Equipment International™ Four Strategically Placed Auto Dealers Lifts & Alignment Equipment MTS Xpress™ Distribution Centers Commercial Auto & Truck Service Equipment Elrick™ International Distribution Fleets Hand Tools Fleetline™ Personalized Service General Repair & Services Tire Repair & Retread MTS™ National Accounts Facilities Equipment & Supplies Mohawk Rubber Sales™ Product Training Tire Retreaders Brake, Transmission & Allied Seymoure™ Repair/Service Training Tire Repair Service Equipment & Supplies Tuffy™ New Products/Services Truck Stop Operations General Shop Supplies MXP® “Speed to Market” Telecommunications Tire Pressure Monitoring System Patch Rubber Company® (1) Tiered Product Offerings Mining Highway Markings (1) Advance Traffic Markings® (1) Rubber Compounding (1) Industrial (1) Industrial Rubber (1) Rubber Calendaring (1) Road Construction (1) Rubber Mixing (1) Governmental Agencies (1) (1) These products, capabilities and markets are excluded from the strategic review and sale process of the Myers Tire Supply domestic and Central American businesses included in the Distribution segment as more fully described in Part II, Note 6 to the consolidated financial statements. 5 Segments Overview Material Handling Segment The Material Handling Segment manufactures highly engineered polymer packaging containers, storage and safety products, composite ground protection and specialty molded parts.
Within the overall tire, wheel and under-vehicle service market, Myers Industries is the largest U.S. distributor of tools, equipment and supplies offered based on national coverage. 7 Customer Dependence In 2024, 2023 and 2022, there were no customers that accounted for more than ten percent of total net sales.
Within the overall tire, wheel and under-vehicle service market, Myers Industries is the largest U.S. distributor of tools, equipment and supplies offered based on national coverage. 7 Customer Dependence In 2025, 2024 and 2023, there were no customers that accounted for more than ten percent of total net sales.
The Company also provides professional development and training opportunities to advance the skills and expertise of Myers’ employees. 8 Available Information Filings with the SEC.
The Company also provides professional development and training opportunities to advance the skills and expertise of Myers’ employees. Available Information Filings with the SEC.
Myers Industries’ diverse products and solutions help customers to improve shop productivity with point of use inventory, to store and transport products more safely and efficiently, to improve sustainability through reuse, to lower overall material handling costs, to improve ergonomics for their labor force, to eliminate waste and to ultimately increase profitability.
Myers Industries’ diverse products and solutions help customers to improve shop productivity with point of use inventory, to store and transport products more safely and efficiently, to improve sustainability through reuse, to lower overall material handling costs, to improve ergonomics for their labor force, to protect and access workspaces, to eliminate waste and to ultimately increase profitability.
Backlog The backlog of orders for our operations is estimated to have been approximately $102 million at December 31, 2024 and approximately $75 million at December 31, 2023. Generally, our lead time between customer order and product delivery is less than 90 days, and thus our estimated backlog is expected to be substantially delivered within the succeeding three months.
Backlog The backlog of orders for our operations is estimated to have been approximately $105 million at December 31, 2025 and approximately $102 million at December 31, 2024. Generally, our lead time between customer order and product delivery is less than 90 days, and thus our estimated backlog is expected to be substantially delivered within the succeeding three months.
Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully. The Company employed approximately 2,700 people globally in both a full-time and part-time capacity as of December 31, 2024.
Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully. The Company employed approximately 2,200 people globally in both a full-time and part-time capacity as of December 31, 2025.
The Company operates sixteen manufacturing facilities and four distribution centers located in the U.S. and Canada and three distribution branches located in Central America. As of December 31, 2024, the Company has approximately 2,700 employees. Serving customers around the world, Myers Industries’ brands provide sustainable solutions to a wide variety of customers in diverse niche markets.
The Company operates fourteen manufacturing facilities and four distribution centers located in the U.S. and Canada and three distribution branches located in Central America. As of December 31, 2025, the Company has approximately 2,200 employees. Serving customers around the world, Myers Industries’ brands provide sustainable solutions to a wide variety of customers in diverse niche markets.
Of these, approximately 2,100 were employed in the Company’s Material Handling Segment while the Distribution Segment employed approximately 500. The Company had approximately 100 Corporate and shared service employees. As of December 31, 2024, the Company had approximately 125 employees represented by a labor union. The collective bargaining agreement between us and the labor union expires June 30, 2025.
Of these, approximately 1,700 were employed in the Company’s Material Handling Segment while the Distribution Segment employed approximately 400. The Company had approximately 100 Corporate and shared service employees. As of December 31, 2025, the Company had approximately 135 employees represented by a labor union. The collective bargaining agreement between us and the labor union expires June 30, 2028.
The Distribution Segment serves retail and truck tire dealers, commercial auto and truck fleets, truck stop operations, auto dealers, general service and repair centers, tire retreaders, and government agencies. On February 8, 2024, the Company acquired the stock of Signature CR Intermediate Holdco, Inc.
The Distribution Segment serves retail and truck tire dealers, commercial auto and truck fleets, truck stop operations, auto dealers, general service and repair centers, tire retreaders, and government agencies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape. On February 8, 2024, the Company acquired the stock of Signature CR Intermediate Holdco, Inc.
Buckhorn’s reusable containers and pallets are used in closed-loop supply chain systems to help customers improve product protection, increase handling efficiencies, reduce freight costs and eliminate solid waste and disposal costs. Buckhorn offers products to replace costly single use cardboard boxes, wooden pallets, and steel containers. Buckhorn has a broad product line that includes injection-molded and structural foam-molded constructions.
Buckhorn’s reusable containers and pallets are used in closed-loop supply chain systems to help customers improve product protection, increase handling efficiencies, reduce freight costs and eliminate solid waste and disposal costs. Buckhorn offers products to replace costly single use cardboard boxes, wooden pallets, super sacks and steel containers.
Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded. Injection, compression and blow molding primarily use electric power to heat and press resin into molds to form the products. Rotational molding involves multi-axis rotation of molds in natural gas fired ovens to form the resin into our products.
Injection, compression and blow molding primarily use electric power to heat and press resin into molds to form the products. Rotational molding involves multi-axis rotation of molds in natural gas fired ovens to form the resin into our products. The Material Handling Segment conducts its primary operations in the United States and Canada, but also exports globally.
Jamco Products is well established in industrial and commercial markets with its wide selection of welded steel service carts, platform trucks, mobile work centers, racks and cabinets for plastic bins, safety cabinets, medical cylinder carts and more. Jamco Products’ quality product offering, relationships with industrial distributors and reputation for quality and service complements Myers Industries' other Material Handling businesses.
Jamco Products is well established in industrial and commercial markets with its wide selection of welded steel and stainless steel service carts, platform trucks, mobile work centers, racks and cabinets for plastic bins, safety cabinets, medical cylinder carts and more.
The Material Handling Segment’s products include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling.
The Material Handling Segment’s products include plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling. Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded.
The Material Handling Segment conducts its primary operations in the United States and Canada, but also exports globally. The Material Handling Segment serves a wide variety of markets, including industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, construction, infrastructure and consumer, among others.
The Material Handling Segment serves a wide variety of markets, including industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, construction, infrastructure and consumer, among others. Products are sold both directly to end-users and through distributors.
As a public company, we regularly file reports and proxy statements with the Securities and Exchange Commission (“SEC”), such as: annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; and proxy statements on Schedule 14A.
As a public company, we regularly file reports and proxy statements with the Securities and Exchange Commission (“SEC”), such as: annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; and proxy statements on Schedule 14A. 8 The SEC maintains an internet website that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is https://www.sec.gov.
Signature Systems products include MegaDeck ® , SignaRoad ® , DuraDeck ® and DiamondTrack ™ , among others, which offer durable, reusable ground protection for construction and infrastructure applications, and OmniDeck ® and Matrax ® among others, which offer ground protection for stadium and other event venues. 6 Distribution Segment The Distribution Segment includes the Myers Tire Supply ® , Myers Tire Supply International , Tuffy Manufacturing, Mohawk Rubber Sales and Patch Rubber Company ® brands.
Signature Systems products include MegaDeck ® , SignaRoad ® and DuraDeck ® , among others, which offer durable, reusable ground protection for construction and infrastructure applications, and OmniDeck ® and Matrax ® among others, which offer ground protection for stadium and other event venues.
Signature Systems is a leading manufacturer and distributor of composite ground protection for industrial applications, stadium turf protection and temporary event flooring. Signature Systems composite ground protection mats are manufactured using compression molding and structural foam injection molding and are sold globally.
Signature Systems composite ground protection mats are manufactured using compression molding and structural foam injection molding and are sold globally.
The Company buys and sells over 30,000 unique items everything that professionals need to service passenger, truck and off-road tires, wheels and related components.
With these brands, the Distribution Segment is the largest U.S. distributor and single source for tire, wheel and under-vehicle service tools, equipment and supplies. The Company buys and sells over 30,000 unique items everything that professionals need to service passenger, truck and off-road tires, wheels and related components.
The SEC maintains an internet website that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is https://www.sec.gov. We make our SEC filings available free of charge on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is https://www.myersindustries.com.
We make our SEC filings available free of charge on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is https://www.myersindustries.com. The content on the Company’s website is available for informational purposes only and is not incorporated by reference into this Form 10-K.
Buckhorn also produces a wide variety of specialty products for niche applications and custom products designed according to exact customer specifications. Akro-Mils Material Handling products provide customers everything they need to store, organize and transport a wide range of goods while increasing overall productivity and profitability.
Buckhorn also produces a wide variety of specialty products for niche applications and custom products designed according to exact customer specifications.
The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair retread supplies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape.
The Distribution Segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive under-vehicle repair and the manufacture of tire repair and retreading products. The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair retread supplies.
Scepter also manufactures a variety of blow or injection molded products for military applications from high quality containers to safely store and transport large caliber ammunition, to military specified portable fuel and water canisters. Scepter's in-house product engineering and state of the art mold capabilities complements Myers Industries’ Material Handling Segment through an increased product offering and global reach.
Scepter was the first provider of jerry cans to North America which offer safe, reliable transportation and storage of fuel for the consumer market. Scepter also manufactures a variety of blow or injection molded products for military applications from high quality containers to safely store and transport large caliber ammunition, to military-specified portable fuel and water canisters.
The brands within this segment include Buckhorn ® , Akro-Mils ® , Jamco ® , Ameri-Kart ® , Elkhart Plastics ® , Trilogy Plastics ™ , Scepter ® and Signature Systems ™ .
The brands within this segment include Akro-Mils ® , Ameri-Kart ® , Buckhorn ® , Elkhart Plastics ® , Jamco ® , Scepter ® , Signature Systems ® and Trilogy Plastics ™ . Akro-Mils Material Handling products provide customers everything they need to store, organize and transport a wide range of goods while increasing overall productivity and profitability.
The content on the Company’s website is available for informational purposes only and is not incorporated by reference into this Form 10-K. Our website also contains additional information about our corporate governance policies, including the charters of our standing board committees, as described further under Part III, Item 10 of this Form 10-K.
Our website also contains additional information about our corporate governance policies, including the charters of our standing board committees, as described further under Part III, Item 10 of this Form 10-K. Any of these items are available in print to any shareholder who requests them. Requests should be sent to Corporate Secretary, Myers Industries, Inc., 1293 S.
Removed
Products are sold both directly to end-users and through distributors. The Distribution Segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive under-vehicle repair and the manufacture of tire repair and retreading products.
Added
Buckhorn has a broad product line that includes injection-molded and structural foam-molded constructions.
Removed
The Company's rotational molding business also has thermoforming capability. Scepter is a leading producer of portable plastic fuel containers, portable marine fuel tanks and water containers, ammunition containers and storage totes. Scepter was the first provider of jerry cans to North America which offer safe, reliable transportation and storage of fuel for the consumer market.
Added
Jamco Products’ quality product offering, relationships with industrial distributors and reputation for quality and service complements Myers Industries' other Material Handling businesses. Scepter is a leading producer of portable plastic fuel containers, portable marine fuel tanks, water containers and military ammunition containers.
Removed
Within the Distribution Segment the Company sources and manufactures top of the line products for the tire, wheel and under-vehicle service industry. With these brands, the Distribution Segment is the largest U.S. distributor and single source for tire, wheel and under-vehicle service tools, equipment and supplies.
Added
Scepter's in-house product engineering and state of the art mold capabilities complements Myers Industries’ Material Handling Segment through an increased product offering and global reach. Signature Systems is a leading manufacturer and distributor of composite ground protection for industrial applications, stadium turf protection and temporary event flooring.
Removed
Any of these items are available in print to any shareholder who requests them. Requests should be sent to Corporate Secretary, Myers Industries, Inc., 1293 S. Main Street, Akron, Ohio 44301.
Added
The Company's rotational molding business also has thermoforming capability. 6 Distribution Segment The Distribution Segment includes the Myers Tire Supply ® , Myers Tire Supply International ™ , Tuffy Manufacturing ™ , Mohawk Rubber Sales ™ and Patch Rubber Company ® brands. Within the Distribution Segment the Company sources and manufactures products for the tire, wheel and under-vehicle service industry.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations.
Biggest changeUnexpected failures of our equipment, machinery and manufacturing processes may also result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows.
If we are unsuccessful in developing ways to mitigate raw material cost increases, we may not be able to improve productivity or realize our ongoing cost 9 reduction programs sufficiently to help offset the impact of these increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results.
If we are unsuccessful in developing ways to mitigate raw material cost increases, we may not be able to improve productivity or realize our ongoing cost reduction programs sufficiently to help offset the impact of these increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results.
Individually or combined, these parties may have sufficient voting power to influence actions requiring the approval of our shareholders. Risks Related to Data Privacy and Information Security Our information technology systems may experience an interruption or a breach in security. We rely on information technology systems to process, transmit and store electronic information and manage and operate our business.
Individually or combined, these parties may have sufficient voting power to influence actions requiring the approval of our shareholders. 14 Risks Related to Data Privacy and Information Security Our information technology systems may experience an interruption or a breach in security. We rely on information technology systems to process, transmit and store electronic information and manage and operate our business.
For these reasons, among others, the price of our stock may continue to fluctuate. Risks Relating to the Execution of Our Strategy Our strategic growth initiatives have inherent risks and may not achieve anticipated benefits.
For these reasons, among others, the price of our stock may continue to fluctuate. 11 Risks Relating to the Execution of Our Strategy Our strategic growth initiatives have inherent risks and may not achieve anticipated benefits.
We cannot be sure that our lenders would waive a default or that we could pay the indebtedness in full if it were accelerated. 13 Our variable rate indebtedness increases our interest rate risk.
We cannot be sure that our lenders would waive a default or that we could pay the indebtedness in full if it were accelerated. Our variable rate indebtedness increases our interest rate risk.
The loss of key employees or executive officers in the future could adversely impact our business and operations, including our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives. Impairment in the carrying value of goodwill could have a material adverse effect on our results of operations and financial position.
The loss of key employees or executive officers in the future could adversely impact our business and operations, including our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives. Impairment in the carrying value of goodwill and/or intangible assets could have a material adverse effect on our results of operations and financial position.
We perform reviews of goodwill on an annual basis, or more frequently if indicators present a possible impairment. We test goodwill at the reporting unit level using a combination of a discounted cash flow analysis and market-based approach.
We perform reviews of goodwill and intangible assets on an annual basis, or more frequently if indicators present a possible impairment. We test goodwill at the reporting unit level using a combination of a discounted cash flow analysis and market-based approach.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations. There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade laws and regulations, trade policies, and tariffs.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations. There is significant uncertainty about the future of trade relationships around the world, including the impact of changes to trade laws and regulations, trade policies, and tariffs.
In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets and employ various methods, including confidentiality agreements with employees and consultants, to protect our know-how and trade secrets.
In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets and employ various methods, including confidentiality agreements with employees, consultants and other business partners, to protect our know-how and trade secrets.
Gabelli, Gabelli Funds, LLC, GAMCO Asset Management Inc., MJG Associates, Inc., Teton Advisors, Inc., Gabelli Foundation, Inc., GGCP, Inc., GAMCO Investors, Inc., Associated Capital Group, Inc. and Gabelli & Company Investment Advisors, Inc., (collectively, the “Gamco Group”), for which the Company disclaims any responsibility for accuracy, the Gamco Group beneficially owned 5,391,685 shares of our common stock, which represented approximately 14.5% of the 37,262,566 shares outstanding at December 31, 2024.
Gabelli, Gabelli Funds, LLC, GAMCO Asset Management Inc., MJG Associates, Inc., Teton Advisors, Inc., Gabelli Foundation, Inc., GGCP, Inc., GAMCO Investors, Inc., Associated Capital Group, Inc. and Gabelli & Company Investment Advisors, Inc., (collectively, the “Gamco Group”), for which the Company disclaims any responsibility for accuracy, the Gamco Group beneficially owned 5,391,685 shares of our common stock, which represented approximately 14.4% of the 37,381,741 shares outstanding at December 31, 2025.
As more fully described in Note 9 to the consolidated financial statements, we are a potentially responsible party (“PRP”) in an environmental proceeding and remediation matter in which substantial amounts may be involved.
As more fully described in Note 9 to the consolidated financial statements, our subsidiary, Buckhorn, is a potentially responsible party (“PRP”) in an environmental proceeding and remediation matter in which substantial amounts may be involved.
In addition, we may incur additional costs and our management’s attention may be diverted because of unforeseen expenses, difficulties, complications, delays and other risks inherent in acquiring businesses, including the following: We may have difficulty integrating the acquired businesses as planned, which may include integration of systems of internal controls over financial reporting and other financial and administrative functions; We may have delays in realizing the benefits of our strategies for an acquired business; The increasing demands on our operational systems and integration costs, including diversion of management’s time and attention, may be greater than anticipated; We may not be able to retain key employees necessary to continue the operations of an acquired business; Acquisition costs may be met with cash or through increased debt, increasing the risk that we will be unable to satisfy current and future financial obligations; and Acquired companies may have unknown liabilities that could require us to spend significant amounts of additional capital. 12 Risks Relating to Economic Conditions and Currency Exchange Rates Our results of operations and financial condition could be adversely affected by a downturn or inflationary conditions in the United States economy or global markets.
In addition, we may incur additional costs and our management’s attention may be diverted because of unforeseen expenses, difficulties, complications, delays and other risks inherent in acquiring businesses, including the following: We may have difficulty integrating the acquired businesses as planned, which may include integration of systems of internal controls over financial reporting and other financial and administrative functions; We may have delays in realizing the benefits of our strategies for an acquired business; The increasing demands on our operational systems and integration costs, including diversion of management’s time and attention, may be greater than anticipated; We may not be able to retain key employees necessary to continue the operations of an acquired business; Acquisition costs may be met with cash or through increased debt, increasing the risk that we will be unable to satisfy current and future financial obligations; and Acquired companies may have unknown liabilities that could require us to spend significant amounts of additional capital.
Federal, state, local and foreign governments could enact laws or regulations concerning environmental matters that increase the cost of producing, or otherwise adversely affect the demand for, plastic products.
Environmental regulations specific to plastic products and containers could adversely affect our ability to conduct our business. Federal, state, local and foreign governments could enact laws or regulations concerning environmental matters that increase the cost of producing, or otherwise adversely affect the demand for, plastic products.
We currently operate manufacturing, sales and service facilities outside of the United States, particularly in Canada, Central America and the United Kingdom. For the year ended December 31, 2024, international net sales accounted for approximately 6% of our total net sales.
We currently operate manufacturing, sales and service facilities outside of the United States, particularly in Canada and Europe. For the year ended December 31, 2025, international net sales accounted for approximately 7% of our total net sales.
In addition, our operations outside the United States are subject to the risk of new and different legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations and potentially adverse tax consequences. The costs related to our international operations could adversely affect our operations and financial results in the future.
In addition, our operations outside the United States are subject to the risk of new and different legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations and potentially adverse tax consequences.
Such systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, unauthorized intrusion, and other events, any of which could interrupt our business operations.
Such systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, unauthorized intrusion, and other events, any of which could interrupt our business operations. The use of artificial intelligence, authorized or unauthorized, could increase the risk of unauthorized disclosure of our confidential or proprietary information.
We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation.
Trade tensions continue to be high, and we expect that uncertainty regarding tariffs will remain fluid and evolving and therefore we cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation.
The current economic environment includes heightened risks stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations, the ongoing war in Ukraine, and continued conflicts along Israel's border which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.
The current economic environment includes heightened risks stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations, instability in geographies impacted by political events, trade disputes and war which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.
High demand for skilled manufacturing labor in the United States has resulted in difficulty hiring, training, and retaining labor.
Additionally, we depend on skilled labor in the manufacturing of our products. High demand for skilled manufacturing labor in the United States has resulted in difficulty hiring, training, and retaining labor.
While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, natural disaster or any other reason, whether short or long-term, could have a material adverse effect on our business, financial condition and results of operations. 10 Unexpected failures of our equipment, machinery and manufacturing processes may also result in production delays, revenue loss and significant repair costs, as well as injuries to our employees.
While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, natural disaster or any other reason, whether short or long-term, could have a material adverse effect on our business, financial condition and results of operations.
Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, rules and regulations could result in significant cost and liability to us, damage our reputation, inhibit our sales and adversely affect our business. 14 Risks Related to Legal, Compliance and Regulatory Matters Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business.
Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, rules and regulations could result in significant cost and liability to us, damage our reputation, inhibit our sales and adversely affect our business.
We have limited insurance coverage for potential environmental liabilities associated with historic and current operations and we do not anticipate increasing such coverage in the future. We may also assume significant environmental liabilities in acquisitions.
We have limited insurance coverage for potential environmental liabilities associated with historic and current operations and we do not anticipate increasing such coverage in the future. We may also assume significant environmental liabilities in acquisitions. Such costs or liabilities could adversely affect our financial situation and our ability to conduct our business.
Difficulties in securing skilled labor can result in increased hiring and training costs, increased overtime to meet demand, and increased wage rates to attract and retain workers, and lower manufacturing efficiency due to fewer and less experienced workers which could adversely affect our business or our ability to meet customer demand.
Difficulties in securing skilled labor can result in increased hiring and training costs, increased overtime to meet demand, and increased wage rates to attract and retain workers, and lower manufacturing efficiency due to fewer and less experienced workers which could adversely affect our business or our ability to meet customer demand. 10 Our future performance depends in part on our ability to develop and market new products if there are changes in technology, regulatory requirements or competitive processes.
Risks Relating to Our Debt and Capital Structure If we are unable to maintain access to credit financing, our business may be adversely affected.
The costs related to our international operations could adversely affect our operations and financial results in the future. 13 Risks Relating to Our Debt and Capital Structure If we are unable to maintain access to credit financing, our business may be adversely affected.
We operate in a wide range of regions, primarily in North America. Additionally, some of our end markets are cyclical, and some of our products are a capital expense for our customers.
Additionally, some of our end markets are cyclical, and some of our products are a capital expense for our customers.
We may also incur costs or experience further disruption to comply with new or changing regulations in response to such issues. 16 Instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions could have a material adverse effect on our business, customers, global commodity markets, consumer spending, and financial results.
Instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions could have a material adverse effect on our business, customers, global commodity markets, consumer spending, and financial results.
Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, the Company due to their impact on the global economy and demand for consumer products.
Major public health issues, including pandemics have adversely affected, and could in the future materially adversely affect, the Company due to their impact on the global economy and demand for consumer products. We may also incur costs or experience further disruption to comply with new or changing regulations in response to such issues.
A temporary or long-term business disruption could result in a permanent loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected. Additionally, we depend on skilled labor in the manufacturing of our products.
Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations. A temporary or long-term business disruption could result in a permanent loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected.
While we have not been required historically to make significant capital expenditures in order to comply with applicable environmental laws and regulations, we cannot predict with any certainty our future capital expenditure requirements because of continually changing compliance standards and environmental technology.
Such liability can be imposed without regard to fault and, under certain circumstances, can be joint and several, resulting in one party being held responsible for the entire obligation. 15 While we have not been required historically to make significant capital expenditures in order to comply with applicable environmental laws and regulations, we cannot predict with any certainty our future capital expenditure requirements because of continually changing compliance standards and environmental technology.
The nature of our business exposes us, from time to time, to breach of contract, warranty or recall claims, claims for negligence, or product liability, strict liability, personal injury or property damage claims.
Risks Related to Legal, Compliance and Regulatory Matters Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business. The nature of our business exposes us, from time to time, to breach of contract, warranty or recall claims, claims for negligence, or product liability, strict liability, personal injury or property damage claims.
Our future performance depends in part on our ability to develop and market new products if there are changes in technology, regulatory requirements or competitive processes. Changes in technology, regulatory requirements and competitive processes may render certain of our products obsolete or less attractive.
Changes in technology, regulatory requirements and competitive processes may render certain of our products obsolete or less attractive.
This can occur when there are limited suppliers of certain grades of plastic resins, where the market supply can be temporarily disrupted by an unanticipated loss of capacity from any one such supplier.
This can occur when there are limited suppliers of certain grades of plastic resins, where the market supply can be temporarily disrupted by an unanticipated loss of capacity from any one such supplier. 9 In some instances, we rely on a limited number of key suppliers to manufacture custom made components for certain of our products using proprietary molds that we own.
See Note 4 to the consolidated financial statements for additional details concerning goodwill. Our common stock has experienced, and may continue to experience, price volatility.
If we were to have a significant goodwill and/or intangible asset impairment it could impact our results of operations as well as our net worth. See Note 4 to the consolidated financial statements for additional details concerning goodwill and intangible assets. Our common stock has experienced, and may continue to experience, price volatility.
In some instances, we rely on a limited number of key suppliers to manufacture custom made components for certain of our products using proprietary molds that we own. We have not and do not expect disruption from these key suppliers, and our sourcing team has taken measures to mitigate this risk.
We have not and do not expect disruption from these key suppliers, and our sourcing team has taken measures to mitigate this risk.
Additionally, changes in tax laws, particularly in light of changes in the composition of Congress, or new guidance or directives issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies could impact our future effective tax rate and may result in a material adverse effect on our business, financial condition, results of operations, or cash flows.
Treasury Department, the IRS, and other standard-setting bodies could impact our future effective tax rate and may result in a material adverse effect on our business, financial condition, results of operations, or cash flows. 16 General Risk Factors If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.
Internal control systems are intended to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.
As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock. Internal control systems are intended to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.
If the carrying value of a reporting unit exceeds its fair value, the related goodwill would be considered impaired and also could indicate impairment of other 11 assets. If we were to have a significant goodwill impairment it could impact our results of operations as well as our net worth.
If the carrying value of a reporting unit exceeds its fair value, the related goodwill would be considered impaired and also could indicate impairment of other assets. We test intangible assets at the asset group level estimating future cash flows over the expected remaining life of the assets, on an undiscounted basis.
Removed
In February 2025, the United States imposed new tariffs on Mexico and Canada and has threatened member countries of the European Union with tariffs. The tariffs imposed on Mexico and Canada are currently suspended while negotiations take place for a long-term agreement.
Added
The United States has proposed and imposed extensive tariffs and increased tariffs on products sourced from many countries.
Removed
Such liability can be imposed without regard to fault and, under certain circumstances, can be joint and several, resulting in one party being held responsible for the entire obligation.
Added
Completion of strategic review to sell the Myers Tire Supply business may not result in a successfully completed transaction. We continue to progress on the strategic review and ultimate sale processes of the Myers Tire Supply domestic and Central American businesses, however there can be no assurance that the ongoing process will result in the consummation of any transaction.
Removed
Such costs or liabilities could adversely affect our financial situation and our ability to conduct our business. 15 Environmental regulations specific to plastic products and containers could adversely affect our ability to conduct our business.
Added
We may incur substantial expenses associated with identifying and evaluating potential buyers. The process of completing the sale process may be time-consuming and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected.
Removed
General Risk Factors If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.
Added
We cannot assure that any potential transaction or other strategic alternative, if identified, evaluated and consummated, will prove to be beneficial to shareholders and that the process of identifying, evaluating and consummating any potential transaction or other strategic alternative will not adversely impact our business, financial condition or results of operations.
Added
We also cannot assure that any potential transaction will not exclude assets or liabilities that will need to be addressed or disposed at Myers' cost.
Added
Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in our business, 12 and the availability of financing to potential buyers on reasonable terms.
Added
In addition, while this process continues, we are exposed to risks and uncertainties, including potential difficulties in retaining and attracting key employees, distraction of our management from other important business activities, and potential difficulties in establishing and maintaining relationships with customers, suppliers, and other third parties, all of which could harm our business.
Added
Transition services obligations in connection with proposed divestitures may result in increased costs, resource strain, and delayed overhead reduction.
Added
In connection with the contemplated divestitures of our Myers Tire Supply domestic and Central American businesses, we may enter into one or more transition services agreements (“TSAs”) pursuant to which we will provide the buyer with certain administrative and operational support, including information technology and human resources services, until such time as the divested businesses are fully capable of operating independently.
Added
These obligations may require us to maintain systems, personnel, and infrastructure beyond the timeframe originally anticipated, thereby imposing a higher burden on our corporate overhead and delaying the implementation of planned cost reductions. Further, the provision of transition services may divert management attention and internal resources from our continuing operations and strategic initiatives.
Added
Should these obligations result in greater-than-expected costs, prolonged retention of shared resources, or delays in achieving anticipated overhead reductions, our ability to realize the expected financial and operational benefits of the divestitures could be materially and adversely affected.
Added
Risks Relating to Economic Conditions and Currency Exchange Rates Our results of operations and financial condition could be adversely affected by a downturn or inflationary conditions in the United States economy or global markets. We operate in a wide range of regions, primarily in North America.
Added
Additionally, changes in tax laws, particularly in light of changes in the composition of Congress, or new guidance or directives issued by the U.S.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added0 removed3 unchanged
Biggest changeThe Company employs a combination of active and passive methods to monitor for new or developing cybersecurity risks. The Board regularly receives reports and training from management and third parties on cybersecurity matters, as part of our overall enterprise risk management program. Management is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation.
Biggest changeThe Board has received reports and training from management and third parties on cybersecurity matters, as part of our overall enterprise risk management program. Management is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation.
Incidents, if any, are escalated to management and the Board according to the Company’s incident response policy. There have been no material cybersecurity incidents in the periods presented. 17
Incidents, if any, are escalated to management and the Board according to the Company’s incident response policy. There have been no material cybersecurity incidents in the periods presented. 18
Added
The Company employs a combination of active and passive methods to monitor for new or developing cybersecurity risks. 17 The Board oversees cybersecurity and information security risks, including risks associated with the use of emerging technologies such as artificial intelligence.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePr operties The following table sets forth certain information with respect to each of the Company's principal properties owned and facilities leased by the Company as of December 31, 2024: Business Location Segment Principal Use Owned/Leased Lease Expiration Akron, Ohio Corporate/Distribution Administration and distribution center Owned N/A Akron, Ohio Material Handling/Corporate Administration and warehousing Owned N/A Miami, Oklahoma Material Handling Manufacturing and distribution Owned N/A Roanoke Rapids, North Carolina Distribution Manufacturing and distribution Owned N/A Scarborough, Ontario Material Handling Manufacturing and distribution Owned N/A Springfield, Missouri Material Handling Manufacturing and distribution Owned N/A Wadsworth, Ohio Material Handling Manufacturing and distribution Owned N/A San Salvador, El Salvador Distribution Distribution center Leased Month to Month Alliance, Ohio Material Handling Warehousing Leased 2025 Houston, Texas Distribution Sales and distribution center (1) Leased 2025 White Pigeon, Michigan Material Handling Manufacturing and distribution Leased 2025 Atlantic, Iowa Material Handling Manufacturing and distribution Leased 2026 Juan Diaz, Panama Distribution Distribution center Leased 2026 Midland, Michigan Corporate Administration Leased 2026 Mixco, Guatemala Distribution Distribution center Leased 2026 Salt Lake City, Utah Distribution Sales and distribution center Leased 2026 Darlington, United Kingdom Material Handling Sales and warehousing Leased 2027 Decatur, Georgia Material Handling Manufacturing and distribution (1) Leased 2027 Flower Mound, Texas Material Handling Administration and warehousing Leased 2027 Hingham, Massachusetts Distribution Sales and distribution center (1) Leased 2027 Littleton, Colorado Material Handling Manufacturing and distribution Leased 2027 South Bend, Indiana Material Handling Manufacturing and distribution Leased 2027 Alpharetta, Georgia Distribution Sales and distribution center (1) Leased 2028 Milford, Ohio Material Handling Administration and sales Leased 2028 Pomona, California Distribution Sales and distribution center Leased 2028 Springfield, Missouri Material Handling Warehousing Leased 2028 Middlebury, Indiana Material Handling Manufacturing and distribution Leased 2029 Orlando, Florida Material Handling Manufacturing and distribution Leased 2029 Ridgefield, Washington Material Handling Manufacturing and distribution Leased 2029 Southaven, Mississippi Distribution Distribution center Leased 2030 South Beloit, Illinois Material Handling Manufacturing and distribution Leased 2031 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Bristol, Indiana Material Handling Manufacturing and distribution Leased 2036 (1) This facility has been idled as a result of restructuring actions taken by the Company.
Biggest changePr operties The following table sets forth certain information with respect to each of the Company's principal properties owned and facilities leased by the Company as of December 31, 2025: Business Location Segment Principal Use Owned/Leased Lease Expiration Akron, Ohio Corporate/Distribution Administration and distribution center Owned N/A Akron, Ohio Material Handling/Corporate Administration and warehousing Owned N/A Miami, Oklahoma Material Handling Manufacturing and distribution Owned N/A Roanoke Rapids, North Carolina Distribution Manufacturing and distribution Owned N/A Scarborough, Ontario Material Handling Manufacturing and distribution Owned N/A Springfield, Missouri Material Handling Manufacturing and distribution Owned N/A Wadsworth, Ohio Material Handling Manufacturing and distribution Owned N/A White Pigeon, Michigan Material Handling Manufacturing and distribution Leased Month to Month Atlantic, Iowa Material Handling Manufacturing and distribution Leased 2026 Midland, Michigan Corporate Administration Leased 2026 Mixco, Guatemala Distribution Distribution center Leased 2026 Salt Lake City, Utah Distribution Sales and distribution center Leased 2026 Darlington, United Kingdom Material Handling Sales and warehousing Leased 2027 Decatur, Georgia Material Handling Manufacturing and distribution (1) Leased 2027 Flower Mound, Texas Material Handling Administration and warehousing Leased 2027 Littleton, Colorado Material Handling Manufacturing and distribution Leased 2027 South Bend, Indiana Material Handling Manufacturing and distribution Leased 2027 Milford, Ohio Material Handling Administration and sales Leased 2028 Pomona, California Distribution Sales and distribution center Leased 2028 Springfield, Missouri Material Handling Warehousing Leased 2028 Middlebury, Indiana Material Handling Manufacturing and distribution Leased 2029 Orlando, Florida Material Handling Manufacturing and distribution Leased 2029 Ridgefield, Washington Material Handling Manufacturing and distribution Leased 2029 Southaven, Mississippi Distribution Distribution center Leased 2030 Juan Diaz, Panama Distribution Distribution center Leased 2031 San Salvador, El Salvador Distribution Distribution center Leased 2031 South Beloit, Illinois Material Handling Manufacturing and distribution Leased 2031 Alliance, Ohio Material Handling Manufacturing and distribution (1) Leased 2032 Alliance, Ohio Material Handling Manufacturing and distribution (1) Leased 2032 Bristol, Indiana Material Handling Manufacturing and distribution Leased 2036 (1) This facility has been idled as a result of restructuring actions taken by the Company.
The Company believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used. 18
The Company believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used. 19

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

5 edited+0 added2 removed5 unchanged
Biggest changeSchapper served in various senior leadership roles with Valmont Industries Inc., including Group President of Agriculture and Chief Strategy Officer; Group President of Infrastructure; and Group President of Utility Support Structures. Prior to Valmont, Mr. Schapper served as General Manager at Orbit Irrigation Products Inc. Mr. Fitz was named Executive Vice President and Chief Financial Officer effective May 8, 2023.
Biggest changeBaker 63 President, Distribution Segment Mr. Schapper was named President and Chief Executive Officer effective January 1, 2025. Prior to joining the Company, Mr. Schapper served in various senior leadership roles with Valmont Industries Inc., including Group President of Agriculture and Chief Strategy Officer; Group President of Infrastructure; and Group President of Utility Support Structures. Prior to Valmont, Mr.
Prior to that, Mr. Baker spent 34 years at The Dow Chemical Company serving in various roles, including most recently as Associate Director Logistics Purchasing. 19 PART II
Baker spent 34 years at The Dow Chemical Company serving in various roles, including most recently as Associate Director Logistics Purchasing. 20 PART II
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information concerning the executive officers of the Registrant as of February 28, 2025. Executive officers are appointed annually by the Board of Directors. Name Age Title Aaron M. Schapper 51 President and Chief Executive Officer (effective January 1, 2025) Grant E.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information concerning the executive officers of the Registrant as of February 27, 2026. Executive officers are appointed annually by the Board of Directors. Name Age Title Aaron M. Schapper 52 President and Chief Executive Officer Samantha Rutty 44 Executive Vice President and Chief Financial Officer Jeffrey J.
Fitz held various senior financial leadership positions at General Motors, including being the Chief Risk Officer of the company. Mr. Baker, President, Distribution Segment, was appointed to his current position effective October 1, 2024. Previously, he served as Vice President, Shared Services and Vice President, Purchasing and Supply Chain since joining the Company on September 1, 2020.
Rutty served in a variety of leadership roles in finance at Eaton Corporation plc for over 20 years. Mr. Baker, President, Distribution Segment, was appointed to his current position effective October 1, 2024. Previously, he served as Vice President, Shared Services and Vice President, Purchasing and Supply Chain since joining the Company on September 1, 2020. Prior to that, Mr.
Fitz 62 Executive Vice President and Chief Financial Officer Jeffrey J. Baker 62 President, Distribution Segment Mr. Schapper was named President and Chief Executive Officer effective January 1, 2025. Prior to joining the Company, Mr.
Schapper served as General Manager at Orbit Irrigation Products Inc. Ms. Rutty was named Executive Vice President and Chief Financial Officer effective September 22, 2025. Prior to joining the Company, Ms. Rutty served as Vice President and Chief Financial Officer, North America, of The Brink's Company. Prior to that, Ms.
Removed
Prior to joining the Company, he served as Chief Financial Officer of EFI (Electronics for Imaging), a privately-owned technology company. Prior to that, Mr.
Removed
Fitz served as Chief Financial Officer of Valassis Communications, a privately-owned digital and print multi-media company, Corporate Vice President and Chief Financial Officer of Xerox Technology Business, where he also was responsible for Xerox Financial Services, and Senior Vice President and Chief Financial Officer for Nexteer Automotive. Prior to these roles, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added1 removed1 unchanged
Biggest changeTotal Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1) 10/1/2024 to 10/31/2024 $ 5,547,665 2,452,335 11/1/2024 to 11/30/2024 5,547,665 2,452,335 12/1/2024 to 12/31/2024 5,547,665 2,452,335 (1) On July 11, 2013, the Board authorized the repurchase of up to 5.0 million shares of the Company’s common stock.
Biggest changeTotal Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum dollar value of Shares that may yet be Purchased Under the Plans or Programs (1) 10/1/2025 to 10/31/2025 $ 147,463 $ 7,999,472 11/1/2025 to 11/30/2025 28,758 17.39 176,221 7,499,443 12/1/2025 to 12/31/2025 176,221 7,499,443 (1) On February 27, 2025, the Board authorized the repurchase of up to $10.0 million in shares of the Company’s common stock, effective March 10, 2025 (the "2025 Repurchase Program).
Dividends for the last two years were: Quarter Ended 2024 2023 March 31 $ 0.135 $ 0.135 June 30 0.135 0.135 September 30 0.135 0.135 December 31 0.135 0.135 Purchases of equity securities by the issuer The following table presents information regarding the Company’s stock repurchase plan during the three months ended December 31, 2024.
Dividends for the last two years were: Quarter Ended 2025 2024 March 31 $ 0.135 $ 0.135 June 30 0.135 0.135 September 30 0.135 0.135 December 31 0.135 0.135 Purchases of equity securities by the issuer The following table presents information regarding the Company’s stock repurchase plan during the three months ended December 31, 2025.
In all cases, the information is presented on a dividend-reinvested basis and assumes investment of $100 on December 31, 2019. 2019 2020 2021 2022 2023 2024 Myers Industries Inc.
In all cases, the information is presented on a dividend-reinvested basis and assumes investment of $100 on December 31, 2020. 2020 2021 2022 2023 2024 2025 Myers Industries Inc.
See Item 12 of this Form 10-K for the Equity Compensation Plan Information Table. 20 Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 31, 2024 The chart below compares the Company’s cumulative total shareholder return for the five years ended December 31, 2024, to that of the Standard & Poor’s 500 Index Total Return, the Russell 2000 Index and the Standard & Poor's 600 Materials (Sector) Index.
See Item 12 of this Form 10-K for the Equity Compensation Plan Information Table. 21 Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 31, 2025 The chart below compares the Company’s cumulative total shareholder return for the five years ended December 31, 2025, to that of the Standard & Poor’s 500 Index Total Return, the Russell 2000 Index and the Standard & Poor's 600 Materials (Sector) Index.
ITEM 5. Market for Registrant’s Common Stock and Related Sto ckholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the New York Stock Exchange under the symbol MYE. The number of shareholders of record at December 31, 2024 was 779.
ITEM 5. Market for Registrant’s Common Stock and Related Sto ckholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the New York Stock Exchange under the symbol MYE. The number of shareholders of record at December 31, 2025 was 741.
Annual Return % 29.33 (1.11 ) 14.04 (9.49 ) (41.39 ) Cum $ 100.00 129.33 127.89 145.86 132.04 77.39 S&P 500 Index - Total Return Annual Return % 18.40 28.71 (18.11 ) 26.29 25.02 Cum $ 100.00 118.40 152.39 124.79 157.59 197.02 Russell 2000 Index Annual Return % 19.96 14.82 (20.44 ) 16.93 11.54 Cum $ 100.00 119.96 137.74 109.59 128.14 142.93 S&P 600 Materials (Sector) Index Annual Return % 22.68 18.41 (6.09 ) 19.98 1.02 Cum $ 100.00 122.68 145.27 136.42 163.68 165.34 NOTE: Index Data: Copyright Standard and Poor’s, Inc.
Annual Return % (1.11 ) 14.04 (9.49 ) (41.39 ) 75.70 Cum $ 100.00 98.89 112.78 102.09 59.84 105.14 S&P 500 Index - Total Return Annual Return % 28.71 (18.11 ) 26.29 25.02 17.88 Cum $ 100.00 128.71 105.40 133.10 166.40 196.16 Russell 2000 Index Annual Return % 14.82 (20.44 ) 16.93 11.54 12.81 Cum $ 100.00 114.82 91.35 106.82 119.14 134.40 S&P 600 Materials (Sector) Index Annual Return % 18.41 (6.09 ) 19.98 1.02 14.53 Cum $ 100.00 118.41 111.20 133.42 134.78 154.36 NOTE: Index Data: Copyright Standard and Poor’s, Inc.
Removed
This authorization was in addition to the 2011 Board authorized repurchase of up to 5.0 million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase.
Added
The 2025 Repurchase Program replaces the Company's previously authorized repurchase program, and will end on the first to occur of reaching the maximum amount of $10.0 million in repurchases or December 31, 2025.
Added
Repurchases under the 2025 repurchase program may be made in the open market at prevailing market prices, through accelerated share repurchases, through privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and the Company’s insider trading policy.

Item 7. Management's Discussion & Analysis

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

37 edited+7 added7 removed27 unchanged
Biggest changeSG&A expenses also increased as compared to prior year due to higher expenses incurred on restructuring actions of $1.8 million, described in Note 6 to the consolidated financial statements partially offset by $1.3 million of consulting costs in 2023 to improve the Company's capabilities to screen and execute large acquisitions.
Biggest changeSG&A expenses also decreased as compared to prior year due to $4.6 million of lower acquisition and integration costs due to the Signature acquisition as described in Note 3 to the consolidated financial statements, in addition to a $3.2 million recovery of purchased credit deteriorated assets that was recognized in the current year as a reduction to bad debt expense, partially offset by $5.3 million of higher restructuring costs as described in Note 6 to the consolidated financial statements.
First Amendment to Loan Agreement On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” see also Note 24 10) dated September 29, 2022 (collectively, the “Amended Loan Agreement”).
First Amendment to Loan Agreement On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” see also Note 10) dated September 29, 2022 (collectively, the “Amended Loan Agreement”).
Some of our businesses have been and may continue to be affected by these broader economic effects, including customer demand for our products, supply chain disruptions, labor availability and inflation.
Some of our businesses have been and may continue to be affected by these broader economic effects, including customer demand for our products, supply chain disruptions, labor availability, tariffs and inflation.
As of December 31, 2024, $244.7 million was available under the Amended Loan Agreement, after borrowings and the Company had $5.3 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates.
As of December 31, 2025, $244.7 million was available under the Amended Loan Agreement, after borrowings and the Company had $5.3 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates.
The ratios as of and for the period ended December 31, 2024 are shown in the following table: Required Level Actual Level Interest Coverage Ratio 3.00 to 1 (minimum) 4.20 Net Leverage Ratio 4.00 to 1 (maximum) 2.69 Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources at December 31, 2024. 25 Critical Accounting Policies and Estimates The discussion and analysis of the Company’s financial condition and results of operations are based on the accompanying consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
The ratios as of and for the period ended December 31, 2025 are shown in the following table: Required Level Actual Level Interest Coverage Ratio 3.00 to 1 (minimum) 4.29 Net Leverage Ratio 3.25 to 1 (maximum) 2.45 Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources at December 31, 2025. 26 Critical Accounting Policies and Estimates The discussion and analysis of the Company’s financial condition and results of operations are based on the accompanying consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a comparison of the Company’s results of operations for the fiscal years ended December 31, 2023 and December 31, 2022, see “Part II, Item 7.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a comparison of the Company’s results of operations for the fiscal years ended December 31, 2024 and December 31, 2023, see “Part II, Item 7.
At December 31, 2024, the remaining notional value of the Company's interest rate swap totaled $192.5 million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described in Notes 1 and 10 to the consolidated financial statements.
At December 31, 2025, the remaining notional value of the Company's interest rate swap totaled $182.5 million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described in Notes 1 and 10 to the consolidated financial statements.
In 2024, the Company received proceeds of $400 million under a new term loan facility, as described below and repaid $38.0 million of senior unsecured notes, including $26.0 million of senior unsecured notes that matured in January 2024 and the prepayment of $12.0 million of senior unsecured notes in conjunction with the amendment and restatement to the Loan Agreement described below.
In connection with the Signature acquisition in 2024, the Company received proceeds of $400 million under a new term loan facility and repaid $38.0 million of senior unsecured notes, including $26.0 million of senior unsecured notes that matured in January 2024 and the prepayment of $12.0 million of senior unsecured notes in conjunction with the amendment and restatement to the Loan Agreement described below.
The higher net interest expense was due to higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below, and a higher weighted-average borrowing rate in the current year.
The lower net interest expense was due to a lower weighted-average borrowing rate in the current year, partially offset by higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below.
The Company’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 are discussed below.
The Company’s results of operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 are discussed below.
Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $3.3 million and $2.3 million in 2024 and 2023, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $2.1 million in both 2024 and 2023.
Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $1.1 million and $3.3 million in 2025 and 2024, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $1.0 million and $2.1 million in 2025 and 2024, respectively.
As of December 31, 2024, the Company was in compliance with all of its debt covenants.
As of December 31, 2025, the Company was in compliance with all of its debt covenants.
Environmental matters described in Note 9 to the consolidated financial statements resulted in a net $0.2 million of income in the year ended December 31, 2024, which compared to $3.2 million of charges in the year ended December 31, 2023.
Environmental matters described in Note 9 to the consolidated financial statements resulted in a net $0.2 million of charges for the year ended December 31, 2025, which compared to $0.2 million of income in the year ended December 31, 2024.
Investing Activities Net cash used by investing activities was $372.5 million for the year ended December 31, 2024 compared to cash used of $22.8 million for the year ended December 31, 2023. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3 to the consolidated financial statements.
Investing Activities Net cash used by investing activities was $18.9 million for the year ended December 31, 2025 compared to cash used of $372.5 million for the year ended December 31, 2024. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3 to the consolidated financial statements.
Net sales increased due to $102.7 million of incremental sales from the acquisition of Signature on February 8, 2024, partially offset by lower volume of $22.0 million, lower pricing of $13.9 million and the effect of unfavorable currency translation of $0.4 million.
Net sales increased due to $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024 and higher volume of $8.7 million, partially offset by lower pricing of $13.8 million and the effect of unfavorable currency translation of $0.8 million.
The current economic environment includes heightened risks from inflation, interest rates, banking liquidity, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations, the ongoing war in Ukraine, and continued conflicts along Israel's border which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.
The current economic environment includes heightened risks from tariffs, inflation, interest rates, banking liquidity, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.
Operating Activities Cash provided by operating activities was $79.3 million and $86.2 million for the years ended December 31, 2024 and 2023, respectively.
Operating Activities Cash provided by operating activities was $86.8 million and $79.3 million for the years ended December 31, 2025 and 2024, respectively.
Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 5, 2024. 26
Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025. 27
Cash generated from working capital was $9.6 million for the year ended December 31, 2024, compared to cash generated from working capital of $5.7 million in the prior year, primarily due to reductions in accounts receivable and inventory, partly offset by reductions in accounts payable.
Cash generated from working capital was $5.0 million for the year ended December 31, 2025, compared to cash generated from working capital of $9.6 million in the prior year, primarily due to increases in accounts receivable, partly offset by reductions in inventory.
Gross margin was 32.4% for the year ended December 31, 2024 compared to 31.9% for the same period in 2023.
Gross margin was 33.4% for the year ended December 31, 2025 compared to 32.4% for the same period in 2024.
Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed. In December 2024, the Company voluntarily prepaid $3 million of the Term Loan A.
Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.
At December 31, 2024, the Company had $32.2 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $383.6 million, including the finance lease liability of $8.6 million. At December 31, 2024, our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements.
At December 31, 2025, the Company had $45.1 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $353.8 million, including the finance lease liability of $8.0 million. At December 31, 2025, our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements.
Net sales in the Distribution Segment decreased $43.1 million or 16.7% in the year ended December 31, 2024 compared to the prior year, primarily due to lower volume of $38.1 million and lower pricing of $5.0 million.
Net sales in the Distribution Segment decreased $10.9 million or 5.1% in the year ended December 31, 2025 compared to the prior year, primarily due to lower volume of $10.2 million and lower pricing of $0.7 million.
Capital expenditures were $24.4 million and $22.9 million for the years ended December 31, 2024 and 2023, respectively. Financing Activities Net cash provided by financing activities was $295.1 million for the year ended December 31, 2024 compared to cash used of $56.5 million for the year ended December 31, 2023.
Capital expenditures were $19.6 million and $24.4 million for the years ended December 31, 2025 and 2024, respectively. Financing Activities Net cash used by financing activities was $54.5 million for the year ended December 31, 2025 compared to cash provided by $295.1 million for the year ended December 31, 2024.
The company also made repayments of the Term Loan A totaling $18.0 million, $3.0 million of which was a voluntary prepayment. Net borrowings (repayments) of the Company's existing revolving credit facility for the year ended December 31, 2024 and December 31, 2023 were $(20.0) million and $(36.0) million, respectively.
Net borrowings (repayments) of the Company's revolving credit facility for the year ended December 31, 2025 and December 31, 2024 were $0.0 million and $(20.0) million, respectively. The Company also made repayments of the Term Loan A totaling $31.0 million and $18.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
Increases in SG&A expenses in 2024 were primarily due to $28.8 million of incremental SG&A, including $10.1 million of intangible amortization, from the acquisition of Signature on February 8, 2024 and $2.2 million of higher facility costs, partially offset by $12.3 million of lower incentive compensation, $3.2 million of lower salaries and benefits, $2.2 million of lower commissions, $2.0 million of lower variable selling expenses and $0.4 million of lower legal and professional fees, excluding acquisition costs.
Decreases in SG&A expenses in 2025 were primarily due to $3.9 million of lower salaries and benefits, $1.6 million of lower facility costs, $1.6 million of lower variable selling expenses, $1.5 million of lower legal and professional fees and $0.5 million of lower commissions, partially offset by $6.5 million of higher incentive compensation and $3.1 million of incremental SG&A from the acquisition of Signature on February 8, 2024.
Income Taxes: Year Ended December 31, (dollars in thousands) 2024 2023 Income before income taxes $ 13,543 $ 66,056 Income tax expense $ 6,342 $ 17,189 Effective tax rate 46.8 % 26.0 % The Company's effective tax rate was 46.8% for the year ended December 31, 2024 compared to 26.0% in the prior year.
Income Taxes: Year Ended December 31, (dollars in thousands) 2025 2024 Income before income taxes $ 45,135 $ 13,543 Income tax expense $ 10,207 $ 6,342 Effective tax rate 22.6 % 46.8 % The Company's effective tax rate was 22.6% for the year ended December 31, 2025 compared to 46.8% in the prior year.
Cost of Sales & Gross Profit: Year Ended December 31, (dollars in thousands) 2024 2023 Change % Change Cost of sales $ 565,476 $ 553,981 $ 11,495 2.1 % Gross profit $ 270,805 $ 259,086 $ 11,719 4.5 % Gross profit as a percentage of sales 32.4 % 31.9 % Gross profit increased $11.7 million, or 4.5%, for the year ended December 31, 2024 compared to the prior year due to the benefits of the acquisition of Signature on February 8, 2024, and favorable mix, partially offset by lower volume and pricing as described under 22 Net Sales above, the impact from acquisition-related inventory step-up amortization of $4.5 million, higher costs of restructuring and unfavorable cost productivity.
Cost of Sales & Gross Profit: Year Ended December 31, (dollars in thousands) 2025 2024 Change % Change Cost of sales $ 549,688 $ 565,476 $ (15,788 ) (2.8 )% Gross profit $ 276,054 $ 270,805 $ 5,249 1.9 % Gross profit as a percentage of sales 33.4 % 32.4 % Gross profit increased $5.2 million, or 1.9%, for the year ended December 31, 2025 compared to the prior year due to the benefits of the acquisition of Signature on February 8, 2024, favorable cost productivity, lower material costs and favorable mix, partially offset by 23 lower volume and pricing as described under Net Sales above.
A quantitative assessment requires the Company to estimate the fair value of the reporting unit (Level 3 measurement), which the Company does using a combination of a discounted cash flow analysis and market-based approach.
Goodwill The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. A quantitative assessment requires the Company to estimate the fair value of the reporting unit (Level 3 measurement), which the Company does using a combination of a discounted cash flow analysis and market-based approach.
Selling, General and Administrative Expenses: Year Ended December 31, (dollars in thousands) 2024 2023 Change % Change SG&A expenses $ 204,108 $ 186,876 $ 17,232 9.2 % SG&A expenses as a percentage of sales 24.4 % 23.0 % Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2024 were $204.1 million, an increase of $17.2 million or 9.2% compared to the prior year.
Selling, General and Administrative Expenses: Year Ended December 31, (dollars in thousands) 2025 2024 Change % Change SG&A expenses $ 172,401 $ 174,028 $ (1,627 ) (0.9 )% SG&A expenses as a percentage of sales 20.9 % 20.8 % Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2025 were $172.4 million, a decrease of $1.6 million or 0.9% compared to the prior year.
Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million. The Company also used cash to pay dividends of $20.4 million and $20.2 million in 2024 and 2023, respectively.
Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million.
Net Interest Expense: Year Ended December 31, (dollars in thousands) 2024 2023 Change % Change Net interest expense $ 30,937 $ 6,349 $ 24,588 387.3 % Average outstanding borrowings, net $ 381,391 $ 90,500 $ 290,891 321.4 % Weighted-average borrowing rate 8.46 % 6.86 % Net interest expense for the year ended December 31, 2024 was $30.9 million compared to $6.3 million during 2023.
Net Interest Expense: Year Ended December 31, (dollars in thousands) 2025 2024 Change % Change Net interest expense $ 29,421 $ 30,937 $ (1,516 ) (4.9 )% Average outstanding borrowings, net $ 391,528 $ 381,391 $ 10,137 2.7 % Weighted-average borrowing rate 7.80 % 8.46 % 24 Net interest expense for the year ended December 31, 2025 was $29.4 million compared to $30.9 million during 2024.
There was no change to the credit facility's borrowing limit of $250 million. Repayment and termination of Senior Unsecured Notes On January 12, 2024, the Company repaid $26.0 million of senior unsecured notes upon maturity using cash on hand and availability under the Loan Agreement.
The Company also used cash to pay dividends of $20.5 million and $20.4 million in 2025 and 2024, respectively. 25 Credit Sources Repayment and termination of Senior Unsecured Notes On January 12, 2024, the Company repaid $26.0 million of senior unsecured notes upon maturity using cash on hand and availability under the Loan Agreement.
Results of Operations: 2024 Compared with 2023 Net Sales: (dollars in thousands) Year Ended December 31, Segment 2024 2023 Change % Change Material Handling $ 621,655 $ 555,259 $ 66,396 12.0 % Distribution 214,768 257,875 (43,107 ) (16.7 )% Inter-company sales (142 ) (67 ) (75 ) Total net sales $ 836,281 $ 813,067 $ 23,214 2.9 % Net sales for the year ended December 31, 2024 were $836.3 million, an increase of $23.2 million or 2.9% compared to the prior year.
Results of Operations: 2025 Compared with 2024 Net Sales: (dollars in thousands) Year Ended December 31, Segment 2025 2024 Change % Change Material Handling $ 622,147 $ 621,655 $ 492 0.1 % Distribution 203,887 214,768 (10,881 ) (5.1 )% Inter-company sales (292 ) (142 ) (150 ) Total net sales $ 825,742 $ 836,281 $ (10,539 ) (1.3 )% Net sales for the year ended December 31, 2025 were $825.7 million, a decrease of $10.5 million or 1.3% compared to the prior year.
The increase in the effective tax rate is driven by fixed non-deductible expenses, including expenses related to the Signature acquisition, on lower income before income taxes plus the tax effect of impairment charges. 23 Financial Condition & Liquidity and Capital Resources The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below).
The decrease in the effective tax rate is driven by fixed non-deductible expenses, including expenses related to the Signature acquisition in the prior year on lower income before income taxes plus the tax effect of prior year impairment charges.
Net sales increased due to $102.7 million of incremental sales in the Material Handling Segment from the acquisition of Signature on February 8, 2024. Signature's annual sales were approximately $110 million at the time of the acquisition.
Signature's annual sales were approximately $110 million at the time of the acquisition. Net sales in the Material Handling Segment increased $0.5 million or 0.1% for the year ended December 31, 2025 compared to the prior year.
The increase in net sales was partially offset by lower volume of $60.2 million, lower pricing of $18.9 million and the effect of unfavorable currency translation of $0.4 million. Net sales in the Material Handling Segment increased $66.4 million or 12.0% for the year ended December 31, 2024 compared to the prior year.
Net sales decreased due to lower pricing of $14.5 million, lower volume of $1.6 million and the effect of unfavorable currency translation of $0.8 million. The decrease in net sales was partially offset by $6.4 million of incremental sales in the Material Handling Segment from the acquisition of Signature on February 8, 2024.
Removed
Acquisition and integration costs included in SG&A expenses increased $1.5 million due to the Signature acquisition described in Note 3 to the consolidated financial statements.
Added
Depreciation and amortization: Depreciation and amortization, exclusive of amounts within Cost of sales , decreased $0.6 million to $17.4 million for the year ended December 31, 2025 as compared to $18.1 million for the year ended December 31, 2024.
Removed
Executive severance was $1.4 million for the year ended December 31, 2024, which compared to $0.7 million for the year ended December 31, 2023. Additionally, the Company reached a settlement agreement with one of its insurers, for $10.0 million, which resulted in a $6.7 million net reduction to legal costs within SG&A for the year ended December 31, 2023.
Added
The decrease was primarily related to lower intangible amortization related to prior acquisitions and lower depreciation related to asset disposals in conjunction with the facility consolidations, as described in Note 6.
Removed
Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and heightened uncertainty in the current macroeconomic environment.
Added
Freight out: Freight out costs decreased $1.0 million to $11.0 million for the year ended December 31, 2025 as compared to $12.0 million for the year ended December 31, 2024. The decrease was primarily related to lower overall sales volume, as discussed above.
Removed
Credit Sources Seventh Amendment to Loan Agreement On September 29, 2022, the Company entered into a Seventh Amended and Restated Loan Agreement (the “Seventh Amendment”), which amended the Sixth Amended and Restated Loan Agreement, dated March 12, 2021. The Seventh Amendment, among other things, extended the maturity date to September 2027 from March 2024.
Added
(Gain) loss on disposal of fixed assets: During the year ended December 31, 2025 the Company recognized $0.6 million of net losses on the disposal of fixed assets primarily related to fixed asset disposals and write-downs recognized in conjunction with the previously announced facility consolidations as described in Note 6, partially offset by a gain on the sale of fixed assets.
Removed
The Amended Loan Agreement is on substantially the same terms as the Loan Agreement, except Amendment No. 1 has amended, among other items, (i) to permit the Signature Systems acquisition, (ii) to modify the maximum leverage ratio to not exceed (x) 4.00 to 1:00 on a “net” basis for an initial “net” leverage ratio holiday period for the immediate fiscal quarter end after the Signature Systems acquisition is consummated and for the three immediately following fiscal quarter ends thereafter and (y) 3.25 to 1.00 on a “net” basis after such “net” leverage ratio holiday period (subject to additional “net” leverage ratio holiday periods at the election of the Company for such periods that are more fully described in the Amended Loan Agreement), (iii) to modify certain negative covenants (including the restricted payment covenant) so that the applicable incurrence tests for such negative covenants is now based on the new “net” leverage ratio level, (iv) to increase the applicable margins for the loans under the Amended Loan Agreement to range between 1.775% to 2.35% for Term SOFR, RFR, SONIA, EURIBOR and CORRA based loans and between 0.775% and 1.35% for base rate loans, in each case based from time to time on the determination of the Company’s then net leverage ratio, (v) to replace the Canadian Dealer Offered Rate (CDOR) as the applicable reference rate with respect to loans denominated in Canadian Dollars to the Canadian Overnight Repo Rate Average (CORRA), and (vi) to amend the scope of collateral securing the obligations under the Amended Loan Agreement to be an “all asset” lien (subject to customary provisions of excluded collateral not subject to the liens).
Added
During the year ended December 31, 2024 the Company recognized $0.2 million of losses on the disposal of fixed assets primarily related to the sale of fixed assets.
Removed
Goodwill – The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. The Company may elect to perform a qualitative assessment to determine if it is more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts, indicating no impairment.
Added
Financial Condition & Liquidity and Capital Resources The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below).
Removed
This qualitative assessment requires significant judgment, including a review of our most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If a qualitative assessment cannot be used, then we perform a quantitative assessment.
Added
The Company also used $2.5 million for the repurchase of its common stock during the year ended December 31, 2025, as described in Note 5 to the consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added2 removed2 unchanged
Biggest changeThe Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At December 31, 2024, the Company had no foreign currency arrangements or contracts in place. Commodity Price Risk The Company uses certain commodity raw materials, primarily plastic resins, and other commodities, such as natural gas, in its operations.
Biggest changeThe Company manages its exposure to foreign currency risk by promptly converting funds to U.S. dollars. At December 31, 2025, the Company had no foreign currency arrangements or contracts in place. Commodity Price Risk The Company uses certain commodity raw materials, primarily plastic resins, and other commodities, such as natural gas, in its operations.
The cost of operations can be affected by changes in the market for these commodities, particularly plastic resins. The Company currently has no derivative contracts to hedge changes in raw material pricing. The Company may from time to time enter into forward buy positions for certain utility costs, which were not material at December 31, 2024.
The cost of operations can be affected by changes in the market for these commodities, particularly plastic resins. The Company currently has no derivative contracts to hedge changes in raw material pricing. The Company may from time to time enter into forward buy positions for certain utility costs, which were not material at December 31, 2025.
Foreign Currency Exchange Risk Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada and the United Kingdom with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and the United Kingdom to customers in the United States.
Foreign Currency Exchange Risk Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada and Europe with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and Europe to customers in the United States.
Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows. 27
Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows. 28
Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Based on current debt levels at December 31, 2024, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $1.9 million.
Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Based on current debt levels at December 31, 2025, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $1.7 million.
Based on current debt levels at December 31, 2024, if market interest rates decrease or increase one percent, the Company's annual fixed rate interest expense on the fair value of the interest rate swap would change by approximately $6.3 million.
Based on current debt levels at December 31, 2025, if market interest rates decrease or increase one percent, the Company's annual fixed rate interest expense on the fair value of the interest rate swap would change by approximately $4.7 million.
Removed
The Company has a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada and the United Kingdom that are denominated in U.S. dollars. The net exposure generally is less than $1 million.
Removed
The foreign currency contracts and arrangements created under this program are not designated as hedged items under ASC 815, Derivatives and Hedging , and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the Consolidated Statement of Operations.

Other MYE 10-K year-over-year comparisons