Q - Chemours Co
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
CC$13.28+4.2%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0000950170-25-064546
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-103212
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 45 previous paragraphs and 34 current paragraphs.
28 unchanged; 4 reworded; 1 added; 13 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
In March 2024, ECHA published a registration update for trifluoroacetic acid (“TFA”). This update includes a self-classification, by TFA registrants, of a Category 2 Reproductive toxicant. BAuA, the German competent authority responsible for REACH and the CLP regulation in Germany, submitted a dossier to ECHA proposing to harmonize the hazard classification of TFA. As of May 26, 2025, ECHA launched a 60-day public consultation period on the CLH proposal which includes updates to its hazard classification for reproductive toxicity, newly proposed as a category 1B, and introduces a PMT/vPvM (Persistent, Mobile and Toxic/very Persistent and very Mobile) classification. After the public consultation period, ECHA’s Risk Assessment Committee ("RAC") will review the dossier submitted by the German authority and the comments received. The RAC will then develop an opinion, which will be submitted to the European Commission within 18 months. The EU Commission will then review the RAC’s opinion and determine whether to proceed with the decision to amend the CLP regulation. If the Commission adopts the decision and amends Annex VI of the CLP Regulation, the changes become legally binding across the EU after a transition period.
Removed paragraphs (13)
Previous report
In March 2024, ECHA published a registration update for trifluoroacetic acid (“TFA”). This update includes a self-classification, by TFA registrants, of Category 2 Reprotoxin. In parallel, Germany has announced its intention to submit a proposal to revise the existing harmonized (legally binding) classification to include reprotoxicity. The proposal will go through a 60-day consultation period to collect comments from interested parties. Next, ECHA’s RAC will review the submission and all comments and adopt an opinion, which could take up to 18 months. Based on this opinion, the European Commission will prepare a legislative proposal in conjunction with Member State experts. If Member States and the European Parliament do not object, the final harmonized classification will then become legally binding after a transition period. There are many variables in this process, which could take years to complete.
Previous report
On May 2, 2025 (the “Amendment No. 3 Effective Date”), the Company entered into Amendment No. 3 (the “Amendment”) among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Second Amended and Restated Credit Agreement, dated as of August 18, 2023, among the Company, the lenders from time to time party thereto and the Administrative Agent (as amended, supplemented or otherwise modified from time to time prior to May 2, 2025, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”). The Amendment increased the total net leverage ratio thresholds governing the applicable rate for Extended Revolving Commitments (as defined below), increased the maximum senior secured net leverage ratio quarterly maintenance test through the fiscal quarter ended September 30, 2026, extended the termination date of certain revolving commitments and increased the aggregate revolving commitments available to $1,000.0 million. As described more fully below, after the consummation of the transactions contemplated by the Amendment (the “Amendment No. 3 Transactions”), the Company’s revolving commitments are comprised of $780.0 million in revolving commitments terminating on May 2, 2030 and $220.0 million in revolving commitments terminating on October 7, 2026; in each case, subject to springing maturity provisions described more fully below.
Previous report
The Credit Agreement includes a quarterly maintenance test of the senior secured net leverage ratio for the benefit of the lenders holding revolving commitments and revolving loans. Among the changes made to the senior secured net leverage ratio, the Amendment increased the senior secured net leverage ratio quarterly maintenance test from 2.00 to 1.00 to (x) 2.75 to 1.00 for the fiscal quarters ended March 31, 2025 through and including March 31, 2026, (y) 2.50 to 1.00 for the fiscal quarters ended June 30, 2026 and September 30, 2026 and (z) 2.00 to 1.00 for the fiscal quarters ended December 31, 2026 and thereafter.
Previous report
Extended Revolving Maturity Date and Incremental Revolving Commitments
Previous report
The Amendment extended the revolving maturity date with respect to $580.0 million of our revolving commitments existing immediately prior to the consummation of the Amendment No. 3 Transactions to May 2, 2030 (such extended commitments, the “Extended Revolving Commitments” and such date the “Extended Revolving Maturity Date”). Following such extension, $320.0 million in existing revolving commitments continued to terminate on October 7, 2026 (such commitments, the “Non-Extended Revolving Commitments”). The Amendment reduced the Non-Extended Commitments by $100.0 million, such that $220.0 million in Non-Extended Commitments terminating October 7, 2026 remained available. The Amendment put in place $200.0 million in incremental revolving commitments of the Extended Revolving Commitments, such that $780.0 million in Extended Revolving Commitments are available.
Previous report
The Extended Revolving Commitments and the Non-Extended Revolving Commitments are subject to springing maturity to the date that is 91 days prior to the maturity date of the revolver springing maturity instruments if the applicable revolver springing maturity instrument has not been redeemed, refinanced, extended or replaced as of such date. The revolver springing maturity instruments are the U.S. Dollar-denominated Term Loans, the Euro-denominated Term Loans, each class of incremental term loans and refinancing term loans the stated maturity date of which is prior to the date that is 91 days after the Extended Revolving Maturity Date, the 5.375% senior notes due 2027, the 5.750% senior notes due 2028 and the 4.625% senior notes due 2029.
Previous report
The applicable rate for revolving loans varies based on our total net leverage ratio. Following the Amendment No. 3 Transactions, the applicable rate for Extended Revolving Commitments is set at adjusted term SOFR plus 2.00%, with three 0.25% reductions in pricing upon achievement of total net Leverage ratio thresholds equal to 4.00 to 1.00, 3.00 to 1.00 and 2.00 to 1.00. Prior to the Amendment No. 3 Transactions, the applicable rate was set at adjusted term SOFR plus 2.00%, with three 0.25% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 3.75 to 1.00, 2.75 to 1.00 and 1.75 to 1.00. The total net leverage ratio thresholds governing the applicable rate for Non-Extended Revolving Commitments remains the same as the thresholds in place immediately prior to the Amendment No. 3 Transactions.
Previous report
The commitment fee for unused revolving commitments also varies based on our total net leverage ratio. Following the Amendment No. 3 Transactions, the commitment fee for Extended Revolving Commitments is set at 0.25%, with three 0.05% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 4.00 to 1.00, 3.00 to 1.00 and 2.00 to 1.00. Prior to the Amendment No. 3 Transactions, the commitment fee was set at 0.25%, with three 0.05% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 3.75 to 1.00, 2.75 to 1.00 and 1.75 to 1.00. The total net leverage ratio thresholds governing the commitment fee for Non-Extended Revolving Commitments remains the same as the thresholds in place immediately prior to the Amendment No. 3 Transactions.
Previous report
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Reworded paragraphs (4)
Previous wording
In January 2024, the European Council adopted a regulation supporting the phase down of HFC by 2050 and multiple bans on HFCs and hydrofluoroolefin (“HFO”) in select applications. The new regulation entered into force on March 11, 2024, and includes both reviews and exemptions. No later than January 1, 2030, the European Commission will publish a report on the effects of the regulation and whether the bans are upheld based on technical feasibility and socioeconomic impact of alternatives. Also in 2024, Regulation (EU) 2024/573 was published and became effective, with a later implementing regulation ((EU) 2024/2473), that changed rules governing F-Gas reporting and quota consumption. In preparing its 2024 F-Gas reporting submissions, the Company encountered uncertainty on how to report due to impacts from the implementation of the new regulation in the reporting portal as well as technical challenges associated therewith. The Company raised these reporting concerns with the competent authorities and resources and is continuing to evaluate the potential impact of these new F-Gas reporting and quota consumption regulations on the Company.
Current wording
In January 2024, the European Council adopted a regulation supporting the phase down of HFC by 2050 and multiple bans on HFCs and hydrofluoroolefin (“HFO”) in select applications. The new regulation entered into force on March 11, 2024, and includes both reviews and exemptions. No later than January 1, 2030, the European Commission will publish a report on the effects of the regulation and whether the bans are upheld based on technical feasibility and socioeconomic impact of alternatives. Also in 2024, Regulation (EU) 2024/573 was published and became effective, with a later implementing regulation ((EU) 2024/2473), that changed rules governing F-Gas reporting and quota consumption. In preparing its 2024 F-Gas reporting submissions, we encountered uncertainty on how to report due to impacts from the implementation of the new regulation in the reporting portal as well as technical challenges associated therewith. We raised these reporting concerns with the competent authorities and resources and is continuing to evaluate the potential impact of these new F-Gas reporting and quota consumption regulations on us.
Previous wording
Also in October 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. On March 18, 2022, we filed a petition to EPA requesting to withdraw and correct its toxicity assessment for GenX compounds, and this petition was denied by EPA on June 14, 2022. The next day, on June 15, 2022, EPA released health advisories for four PFAS, including interim updated lifetime drinking water health advisories for PFOA and PFOS, and final health advisories for GenX compounds, including HFPO Dimer Acid and another PFAS compound (PFBS). On July 13, 2022, we filed a Petition for Review of the GenX compounds health advisory. In July 2024, the Third Circuit dismissed the Company’s petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.
Current wording
Also in October 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. On March 18, 2022, we filed a petition to EPA requesting to withdraw and correct its toxicity assessment for GenX compounds, and this petition was denied by EPA on June 14, 2022. The next day, on June 15, 2022, EPA released health advisories for four PFAS, including interim updated lifetime drinking water health advisories for PFOA and PFOS, and final health advisories for GenX compounds, including HFPO Dimer Acid and another PFAS compound (PFBS). On July 13, 2022, we filed a Petition for Review of the GenX compounds health advisory. In July 2024, the Third Circuit dismissed our petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.
Previous wording
In March 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels ("MCL’s") for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion – (“ppt”)) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds. The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO Dimer Acid at 10ppt. In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date. In June 2024, Chemours, as well as other organizations including the American Water Works Association and the American Chemistry Council, filed petitions for review of the final rule in the U.S. Court of Appeals for the D.C. Circuit. This appeal is now being held in abeyance until May 2025 to allow EPA to review the underlying rule. Also in April 2024, EPA issued a final rule designating PFOA and PFOS as hazardous substances under CERCLA, which has also been challenged in the same appeals court. EPA has moved to hold this appeal also in abeyance to allow review of the underlying rule. Depending on the ultimate outcome of EPA’s actions, our estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on our results of operations, financial condition, and cash flows.
Current wording
In March 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels ("MCL’s") for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion – (“ppt”)) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds. The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO Dimer Acid at 10ppt. In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date. In June 2024, we, as well as other organizations including the American Water Works Association and the American Chemistry Council, filed petitions for review of the final rule in the U.S. Court of Appeals for the D.C. Circuit. The appeal had been held in abeyance since February 2025 to allow EPA to review the underlying rule. In May 2025, EPA announced that it intends to retain the MCLs for PFOS and PFOA, with rulemaking for additional time for compliance, and to rescind the other MCLs and hazard index. In July 2025, EPA moved for the court to take the appeal out of abeyance in order for parties to complete briefing.
Previous wording
None of the Company's directors or officers adopted, modified, orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b501 trading arrangement during the Company's fiscal quarter ended March 31, 2025.
Current wording
None of the Company's directors or officers adopted, modified, orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Also in April 2024, EPA issued a final rule designating PFOA and PFOS as hazardous substances under CERCLA, which has also been challenged in the same appeals court. EPA has moved to hold this appeal also in abeyance to allow review of the underlying rule and, as such, abeyance continues into August 2025. Depending on the ultimate outcome of EPA’s actions, our estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on our results of operations, financial condition, and cash flows.