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STEPAN CO

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

SCL$66.94-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-27.

0000950170-25-029079

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-26.

0001193125-26-074976

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 118 previous paragraphs and 123 current paragraphs.

56 unchanged; 47 reworded; 20 added; 15 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 20 previous and 20 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 (20)

Current report

During the fourth quarter of 2025, the Company completed the sale of its Stepan Philippines Quaternaries, Inc. (SPQI) manufacturing assets located in Bauan, Batangas, Philippines to Masurf, Inc, a subsidiary of Musim Mas Holdings Pte. Ltd. As part of the transaction, SPQI entered into a tolling agreement with Masurf, Inc. for the continued service of SPQI customers in Southeast Asia. See Note 20, Sales of Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for more details.

Current report

During the fourth quarter of 2025, the Company successfully closed on the sale of its manufacturing assets located in Lake Providence, Louisiana. This transaction followed the Company’s sale of its SPQI manufacturing assets in the Philippines, representing the Company's ongoing footprint optimization efforts and focus on core growth opportunities. See Note 20, Sales of Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for more details.

Current report

Selling expenses increased $3.1 million, or seven percent, between years primarily due to higher salaries, fringe benefits and bad debt provision expense in 2025 versus 2024.

Current report

Administrative expenses decreased $7.5 million, or eight percent, year-over-year primarily due to the non-recurrence of a $6.8 million charge related to an external criminal social engineering fraud scheme and the non-recurrence of CEO transition expenses incurred in 2024.

Current report

During the fourth quarter of 2025, the Company completed the sale of its Stepan Philippines Quaternaries, Inc. (SPQI) manufacturing assets located in Bauan, Batangas, Philippines to Masurf, Inc, a subsidiary of Musim Mas Holdings Pte. Ltd. As part of the transaction, SPQI entered into a tolling agreement with Masurf, Inc. for the continued service of SPQI customers in Southeast Asia. The gain recognized on the sale of the assets was $5.1 million. See Note 20, Sales of Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for more details.

Current report

During the fourth quarter 2025, the Company successfully closed on the sale of its manufacturing assets located in Lake Providence, Louisiana. This transaction followed the Company’s divestiture of its plant in the Philippines, representing the Company's ongoing footprint optimization efforts and focus on core growth opportunities. The gain recognized on the sale was $10.8 million. See Note 20, Sales of Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for more details.

Current report

Net interest expense in 2025 increased $7.9 million, or 56 percent, versus the prior year. This increase was primarily attributable to lower U.S. capitalized interest income recognized in 2025 as the Company’s new specialty alkoxylation facility in Pasadena, Texas started up in April 2025.

Current report

Net sales for Asian operations decreased $6.9 million, or 13 percent, year-over-year. An 18 percent decline in sales volume had a $9.8 million unfavorable impact on the year-over-year change in net sales. The lower sales volume was mainly due to the SPQI asset divestiture in the Philippines. Higher average selling prices had a $3.0 million favorable impact on the year-over-year change in net sales and foreign currency translation negatively impacted the change in net sales by $0.1 million.

Current report

Gross profit for North American operations decreased $20.0 million, or 20 percent, versus the prior year primarily due to lower average unit margins. The lower average unit margins negatively impacted the year-over-year change in gross profit by $19.8 million and were primarily attributable to higher expenses associated with the start-up of the Company’s new alkoxylation facility in Pasadena, Texas, higher oleochemical raw material costs and an environmental reserve adjustment related to the Company’s Elwood, Illinois site. A slight decline in sales volume negatively impacted the year-over-year change in gross profit by $0.2 million.

Current report

Gross profit for Latin American operations increased $0.9 million, or two percent, primarily due to higher average unit margins. The higher average unit margins positively impacted the year-over-year change in gross profit by $4.5 million and primarily reflect a more favorable product mix. A three percent decrease in sales volume and the unfavorable impact of foreign currency translation negatively impacted the change in gross profit by $1.0 million and $2.6 million, respectively.

Current report

Gross profit for Asian operations increased $3.2 million or 45 percent, year-over-year primarily due to higher average unit margins. The higher average unit margins favorably impacted the year-over-year change in gross profit by $4.5 million. An 18 percent decline in sales volume negatively impacted the year-over-year change in gross profit by $1.3 million.

Current report

Polymer net sales in 2025 decreased $0.4 million versus the prior year. An eight percent increase in sales volume and the favorable impact of foreign currency translation positively impacted the change in net sales by $48.7 million and a $9.7 million, respectively. Lower average selling prices negatively impacted the year-over-year change in net sales by $58.8 million. A comparison of net sales by region follows:

Current report

Gross profit for North American operations increased $5.8 million, or 20 percent, year-over-year. The 20 percent increase in sales volume accounted for the year-over-year gross profit change. Average unit margins were constant between years.

Current report

Gross profit for Asia and Other operations increased $2.6 million, or 38 percent, primarily due to higher average unit margins that positively impacted the change in gross profit by $2.7 million. The higher average unit margins reflect more favorable product mix resulting from the Company’s diversification efforts.

Current report

Company’s consolidated financial statements included in Item 8 of this Form 10-K). In addition, during the fourth quarter of 2025, the Company recorded $15.9 million of gains on the sale of assets that were not attributed to any segments (see Note 20, Sales of Assets, of the notes to the Company’s consolidated financial statements included in Item 8 of this Form 10-K). Partially offsetting the above, the Company recorded a $6.2 million goodwill impairment charge during the fourth quarter 2025 (see Note 4, Goodwill and Other Intangibles, of the notes to the Company’s consolidated financial statements included in Item 8 of this Form 10-K). Deferred compensation expenses were $2.2 million in both 2025 and in 2024. The following table presents the period-end Company common stock market prices used in the computation of deferred compensation income/expense in 2025, 2024 and 2023:

Current report

Cash used for investing activities decreased $27.9 million year-over-year and was primarily due to $26.6 million of cash proceeds from the sales of assets in 2025. Cash used for capital expenditures was $122.5 million in 2025 versus $122.8 million in 2024.

Current report

Consolidated balance sheet debt increased $1.3 million, from $625.4 million on December 31, 2024 to $626.7 million on December 31, 2025, primarily due to the issuance of $75.0 million aggregate principal amount of senior unsecured notes during the second quarter of 2025, mostly offset by scheduled debt repayments and lower borrowings against the Company’s revolving credit facility. On May 21, 2025, pursuant to a note purchase and private shelf agreement dated as of June 10, 2021, Stepan issued and sold $37.5 million in aggregate principal amount of its 6.17% Senior Notes, Series 2025-A, due May 21, 2033 (the Series 2025-A Notes). On May 21, 2025, pursuant to a note purchase and master note agreement dated as of June 10, 2021, Stepan issued and sold $37.5 million in aggregate principal amount of its 6.17% Senior Notes, Series 2025-B, due May 21, 2033 (together with the Series 2025-A Notes, the Notes). The Notes will bear interest at a fixed rate of 6.17% with interest to be paid semi-annually. Principal amortization for the Notes is contractually scheduled with equal annual payments beginning on May 21, 2029 and on each May 21 thereafter to and including May 21, 2032, with the final outstanding principal balance due at maturity on May 21, 2033.

Current report

At December 31, 2025, the Company conducted additional sensitivity analysis on certain assumptions used in the valuation of its European polymers reporting unit due to a decline in earnings. The decline in earnings was primarily due to slightly lower sales volume and unit margins. At December 31, 2025, the goodwill related to the European polymers reporting unit was $47.8 million. The Company used both market and income-based methodologies to assess the fair value of its European polymers reporting unit. Both approaches required the Company to make significant economic-related assumptions. Based on the Company’s analysis, the fair value of the European polymers reporting unit was greater than its carrying value, and as a result, the Company did not record any impairment charge as of December 31, 2025. Holding all other assumptions constant, a 100 basis point increase in the discount rate would not result in impairment nor would a 1.5 decrease in the multiple used in the market-based computation result in an impairment.

Current report

As of December 31, 2025, the Company had approximately $32.0 million in net Deferred Tax Assets (DTAs). These DTAs include approximately $60.0 million related to U.S. Federal net operating loss (NOL) carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. One of the primary drivers of the 2025 NOL was the Pasadena, Texas facility assets being placed in service in 2025 which qualified for Bonus depreciation. While these U.S. Federal NOL carryforwards have an indefinite carryforward period with certain annual limitations, a valuation allowance is needed if projected future income is insufficient to utilize the NOLs. At this time, the Company considers it more likely than not that it will have sufficient taxable income in the future that will allow the Company to realize these DTAs. However, it is possible that some or all of these NOL carryforwards could ultimately remain unused. This could require a substantial valuation allowance which would materially increase the Company’s income tax expense in the period the valuation allowance is recognized and materially adversely affect our results of operations and statement of financial condition.
Removed paragraphs (15)

Previous report

Selling expenses decreased $2.7 million, or six percent, between years primarily due to lower salary expenses resulting from workforce productivity measures implemented in late 2023 and lower bad debt provision expenses in 2024 versus 2023.

Previous report

Administrative expenses increased $5.1 million, or five percent, year-over-year. This increase was primarily due to a $6.8 million expense recognized for a criminal social engineering scheme impacting one of the Company’s subsidiaries in Asia, higher expenses associated with the CEO transition in the fourth quarter of 2024 and higher environmental reserve expenses. The higher environmental expenses reflect a reserve adjustment for environmental costs related to property formerly owned and operated by the Company in Wilmington, Massachusetts. Lower salary expenses, resulting from productivity measures implemented in late 2023, partially offset the above.

Previous report

The Company did not incur any business restructuring and asset impairment expense in 2024 versus $12.0 million in 2023. The 2023 expenses were primarily attributable to a $5.5 million restructuring reserve, recorded in the third quarter of 2023, associated with the Company’s voluntary early retirement offering to eligible employees and $2.9 million of restructuring expense, associated with workforce productivity measures, recognized in the fourth quarter of 2023. The Company also recognized $3.2 million of asset impairment charges in the fourth quarter of 2023. These asset impairment charges mainly related to assets that were no longer in use and the write-off of engineering costs associated with projects the Company no longer deemed viable. See Note 22, Business Restructuring and Assets Impairment, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for additional details.

Previous report

Net interest expense in 2024 increased $2.1 million, or 17 percent, versus the prior year. This increase was primarily attributable to higher interest rates on the Company’s revolving credit facility in 2024 versus 2023 along with higher interest expense in Latin America associated with a one-time tax proceeding reserve.

Previous report

Net sales for Asian Surfactant operations decreased $5.0 million, or eight percent, year-over-year. Lower average selling prices, the unfavorable impact of foreign currency translation and a one percent decrease in sales volume negatively impacted the year-over-year change in net sales by $3.1 million, $1.5 million and $0.4 million, respectively. The decline in average selling prices reflects the pass-through of lower raw material costs. The decline in sales volume primarily reflects lower demand for products sold into the commodity laundry and cleaning markets that was partially offset by higher demand from our distribution partners and products sold to the personal care end markets.

Previous report

Gross profit for North American operations decreased $11.6 million, or 10 percent, due to lower average unit margins and a one percent decline in sales volume. These items negatively impacted the year-over-year change in gross profit by $10.0 million and $1.6 million, respectively. The lower average unit margins were mostly attributable to less favorable product mix, higher pre-operating expenses associated with the alkoxylation production facility in Pasadena, Texas and higher expenses incurred at the Company’s Millsdale plant site due to operational issues, partially related to a flood event, during the first half of 2024.

Previous report

Gross profit for Latin American operations increased $15.1 million, or 60 percent, primarily due to higher average unit margins and a nine percent increase in sales volume. These items positively impacted the year-over-year change in gross profit by $15.1 million and $2.2. million, respectively. The higher average unit margins were primarily due to higher demand for products sold into the agricultural end markets partially offset by a one-time tax proceeding reserve established in the fourth quarter of 2024. Foreign currency translation negatively impacted the year-over-year change in gross profit by $2.2 million.

Previous report

Gross profit for Asian operations decreased $0.2 million or two percent, year-over-year due primarily to lower average unit margins and a one percent decrease in sales volume.

Previous report

Polymer net sales in 2024 decreased $57.6 million, or nine percent, versus the prior year. Lower average selling prices and a four percent decrease in sales volume negatively impacted the year-over-year change in net sales by $40.0 million and $28.0 million, respectively. Foreign currency translation positively impacted the year-over-year change in net sales by $10.4 million. A year-over-year comparison of net sales by region follows:

Previous report

Gross profit for North American operations decreased $16.1 million, or 36 percent, due to lower average unit margins and a 10 percent decline in sales volume. These items negatively impacted the year-over-year change in gross profit by $11.7 million and $4.3 million, respectively. The lower average unit margins were primarily due to a phthalic anhydride related catalyst write-off ($2.1 million) during the second quarter of 2024, higher expenses incurred at the Company’s Millsdale plant due to operational issues during the first half of 2024 and higher expenses associated with a planned phthalic anhydride plant maintenance shut-down in the fourth quarter of 2024.

Previous report

Gross profit for Asia and Other operations increased $2.4 million primarily due to higher average unit margins and an 11 percent increase in sales volume. These items positively impacted the year-over-year change in gross profit by $2.0 million and $0.5 million, respectively. Foreign currency translation had a $0.1 million negative impact on the year-over-year change in gross profit.

Previous report

product line. The margin recovery was primarily due to the non-recurrence of high-cost raw material inventory carryover experienced during 2023.

Previous report

The $2.2 million decrease in deferred compensation expense was primarily due to a smaller increase in the value of mutual fund investment assets held for the plans during 2024 versus 2023. Additionally, the market price of the Company’s common stock decreased $29.85 per share in 2024 versus an $11.91 per share decrease during 2023. The following table presents the period-end Company common stock market prices used in the computation of deferred compensation income/expense in 2024, 2023 and 2022:

Previous report

Cash used for investing activities decreased $141.7 million year-over-year and was primarily due to a $137.6 million decrease in capital expenditures. Cash used for capital expenditures was $122.8 million in 2024 versus $260.3 million in 2023. The year-over-year decrease was mainly due to a reduction in the expenditures required to construct the alkoxylation plant the Company is building at its Pasadena, Texas site. The new facility is expected to start up in the first quarter of 2025.

Previous report

Consolidated balance sheet debt decreased $28.7 million, from $654.1 million on December 31, 2023 to $625.4 million on December 31, 2024, primarily due to scheduled debt repayments. Net debt (which is defined as total debt minus cash – See the “Reconciliation of Non-GAAP Net Debt” section of this MD&A) was $525.7 million in 2024 versus $524.3 million in 2023.
Reworded paragraphs (47)

Previous wording

Surfactants - Surfactants, which accounted for 70 percent of the Company’s consolidated net sales in 2024, are principal ingredients in consumer and industrial cleaning and disinfection products such as detergents for washing clothes, dishes, carpets, floors and walls, as well as shampoos and body washes. Other applications include fabric softeners, germicidal quaternary compounds, disinfectants, lubricating ingredients, emulsifiers for spreading agricultural products and industrial applications such as latex systems, plastics and composites. Surfactants are manufactured at five sites in the United States, two European sites (United Kingdom and France), five Latin American sites (one site in Colombia and two sites in each of Brazil and Mexico) and two Asian sites (Philippines and Singapore).

Current wording

Surfactants - Surfactants, which accounted for 71 percent of the Company’s consolidated net sales in 2025, are principal ingredients in consumer and industrial cleaning and disinfection products such as detergents for washing clothes, dishes, carpets, floors and walls, as well as shampoos and body washes. Other applications include fabric softeners, germicidal quaternary compounds, disinfectants, lubricating ingredients, emulsifiers for spreading agricultural products and industrial applications such as latex systems, plastics and composites. Surfactants are manufactured at five sites in the United States, two European sites (United Kingdom and France), five Latin American sites (one site in Colombia and two sites in each of Brazil and Mexico) and one Asian site (Singapore).

Previous wording

Polymers - Polymers, which accounted for 27 percent of consolidated net sales in 2024, include polyurethane polyols, polyester resins and phthalic anhydride. Polyurethane polyols are used in the manufacture of rigid foam for thermal insulation in the construction industry and are also a base raw material for coatings, adhesives, sealants and elastomers (collectively, CASE products). Powdered polyester resins are used in coating applications. CASE and powdered polyester resins are collectively referred to as specialty polyols. Phthalic anhydride is used in unsaturated polyester resins, alkyd resins and plasticizers for applications in construction materials and components of automotive, boating and other consumer products. In addition, the Company uses phthalic anhydride internally in the production of polyols. In the United States, polyurethane polyols are manufactured at the Company’s Elwood, Illinois (Millsdale) and Wilmington, North Carolina sites. Phthalic anhydride is manufactured at the Company’s Millsdale site and specialty polyols are manufactured at the Company’s Columbus, Georgia, site. In Europe, polyurethane polyols are manufactured at the Company’s plants in Germany and the Netherlands and specialty polyols are manufactured at the Company’s Poland site. In Asia, polyurethane polyols and specialty polyols are manufactured at the Company’s Nanjing, China, plant.

Current wording

Polymers - Polymers, which accounted for 25 percent of consolidated net sales in 2025, include polyurethane polyols, polyester resins and phthalic anhydride. Polyurethane polyols are used in the manufacture of rigid foam for thermal insulation in the construction industry and are also a base raw material for coatings, adhesives, sealants and elastomers (collectively, CASE products). Powdered polyester resins are used in coating applications. CASE and powdered polyester resins are collectively referred to as specialty polyols. Phthalic anhydride is used in unsaturated polyester resins, alkyd resins and plasticizers for applications in construction materials and components of automotive, boating and other consumer products. In addition, the Company uses phthalic anhydride internally in the production of polyols. In the United States, polyurethane polyols are manufactured at the Company’s Elwood, Illinois (Millsdale) and Wilmington, North Carolina sites. Phthalic anhydride is manufactured at the Company’s Millsdale site and specialty polyols are manufactured at the Company’s Columbus, Georgia, site. In Europe, polyurethane polyols are manufactured at the Company’s plants in Germany and the Netherlands and specialty polyols are manufactured at the Company’s Poland site. In Asia, polyurethane polyols and specialty polyols are manufactured at the Company’s Nanjing, China, plant.

Previous wording

Specialty Products – Specialty products, which accounted for three percent of consolidated net sales in 2024, include flavors, emulsifiers and solubilizers used in food, flavoring, nutritional supplement and pharmaceutical applications. Specialty products are primarily manufactured at the Company’s Maywood, New Jersey site.

Current wording

Specialty Products – Specialty products, which accounted for four percent of consolidated net sales in 2025, include flavors, emulsifiers and solubilizers used in food, flavoring, nutritional supplement and pharmaceutical applications. Specialty products are primarily manufactured at the Company’s Maywood, New Jersey site.

Previous wording

Net income in 2024 increased $10.2 million, or 25 percent, to $50.4 million, or $2.20 per diluted share, from $40.2 million, or $1.75 per diluted share in 2023. Adjusted net income was $50.5 million, or $2.20 per diluted share in 2024 versus $50.7 million, or $2.21 per diluted share in 2023 (see the “Reconciliation of Non-GAAP Adjusted Net Income and Diluted Earnings per Share” section of this MD&A for a reconciliation between reported net income and reported earnings per diluted share and non-GAAP adjusted net income and adjusted earnings per diluted share). Earnings before interest, taxes, depreciation and amortization (EBITDA) were $186.8 million in 2024, up 13 percent, versus $165.8 million in 2023. Adjusted EBITDA was $187.0 million in 2024, up 4 percent, versus $180.0 million in 2023. (See the “Reconciliation of non-GAAP EBITDA and Adjusted EBITDA” section of this MD&A for a reconciliation between reported operating income and non-GAAP EBITDA and Adjusted EBITDA). Below is a summary discussion of the major factors leading to the changes in net sales, expenses and income in 2024 compared to 2023. A detailed discussion of segment operating performance for 2024, compared to 2023, follows the summary.

Current wording

Net income in 2025 decreased $3.5 million, or seven percent, to $46.9 million, or $2.05 per diluted share, from $50.4 million, or $2.20 per diluted share in 2024. Adjusted net income was $41.7 million, or $1.82 per diluted share in 2025 versus $50.5 million, or $2.20 per diluted share in 2024 (see the “Reconciliation of Non-GAAP Adjusted Net Income and Diluted Earnings per Share” section of this MD&A for a reconciliation between reported net income and reported earnings per diluted share and non-GAAP adjusted net income and adjusted earnings per diluted share). Earnings before interest, taxes, depreciation and amortization (EBITDA) were $208.0 million in 2025, up 11 percent, versus $186.9 million in 2024. Adjusted EBITDA was $198.9 million in 2025, up six percent, versus $187.0 million in 2024. (See the “Reconciliation of non-GAAP EBITDA and Adjusted EBITDA” section of this MD&A for a reconciliation between reported operating income and non-GAAP EBITDA and Adjusted EBITDA). Below is a summary discussion of the major factors leading to the changes in net sales, expenses and income in 2025 compared to 2024. A detailed discussion of segment operating performance for 2025, compared to 2024, follows the summary.

Previous wording

Consolidated net sales decreased $145.5 million, or six percent, between years. Lower average selling prices negatively impacted the year-over-year change in net sales by $160.3 million. The decrease in average selling prices was mainly attributable to the pass-through of lower raw material costs and competitive activity within certain end markets. Consolidated sales volume increased one percent and positively impacted the year-over-year change in net sales by $17.3 million. Surfactant and Specialty Products sales volume increased two percent and seven percent, respectively. Polymer sales volume decreased four percent. Foreign currency translation negatively impacted the year-over-year change in net sales by $2.5 million, primarily due to a stronger U.S. dollar against the Brazilian real and Mexican peso.

Current wording

Consolidated net sales increased $151.8 million, or seven percent, between years. Higher average selling prices positively impacted the year-over-year change in net sales by $130.7 million. The increase in average selling prices was mainly attributable to the pass-through of higher raw material costs and more favorable product mix. Consolidated sales volume increased one percent and positively impacted the year-over-year change in net sales by $16.5 million. Consolidated sales volume, excluding the impact of the Philippines asset divestiture, increased two percent. Polymer and Specialty Products sales volume increased eight percent and 15 percent, respectively. Surfactant sales volume decreased two percent. Foreign currency translation favorably impacted the year-over-year change in net sales by $4.6 million, primarily due to a weaker U.S. dollar against the European euro, British pound sterling and Polish zloty, partially offset by a stronger U.S. dollar against the Mexican peso and Brazilian real.

Previous wording

Operating income in 2024 increased $11.9 million, or 20 percent, versus operating income in 2023. Surfactant and Specialty Products operating income increased $13.2 million and $9.4 million, respectively, year-over-year. Polymer operating income decreased $20.1 million in 2024 versus 2023. Corporate expenses, including deferred compensation, environmental remediation, business restructuring, asset/goodwill/other intangibles impairment charges and expenses associated with a criminal social engineering scheme impacting one of the Company’s subsidiaries in Asia, decreased $9.4 million, or 11 percent, year-over-year. Most of this decrease was attributable to the non-recurrence of business restructuring and asset/goodwill/other intangibles impairment expenses ($14.0 million) in 2023, partially offset by $6.8 million of expenses associated with a criminal social engineering scheme in 2024. Foreign currency translation had a $0.8 million negative impact on operating income year-over-year.

Current wording

Operating income in 2025 increased $8.1 million, or 11 percent, versus operating income in 2024. Polymer and Specialty Products operating income increased $2.6 million and $4.7 million, respectively, year-over-year. Surfactant operating income decreased $18.2 million in 2025 versus 2024. Corporate expenses, including deferred compensation, environmental remediation, a $6.2 million goodwill impairment charge and $15.9 million of gains recognized on the sale of assets, decreased $19.0 million, or 25 percent, year-over-year. Prior year corporate expenses included a $6.8 million charge associated with an external criminal social engineering fraud scheme. Foreign currency translation had a $0.8 million negative impact on operating income year-over-year.

Previous wording

Operating expenses (including deferred compensation, business restructuring and asset/goodwill/other intangibles impairments) decreased $17.3 million, or eight percent, year-over-year. Changes in the individual income statement line items that comprise the Company’s operating expenses were as follows:

Current wording

Operating expenses (including deferred compensation, a goodwill impairment charge and gains on the sale of assets) decreased $10.4 million, or five percent, year-over-year. Changes in the individual income statement line items that comprise the Company’s operating expenses were as follows:

Previous wording

Research, development and technical service (R&D) expenses decreased $3.4 million, or six percent, year-over-year primarily due to lower salary expenses resulting from workforce productivity measures implemented in late 2023.

Current wording

Research, development and technical service (R&D) expenses increased $3.6 million, or six percent, year-over-year primarily due to higher salaries and fringe benefits.

Previous wording

Deferred compensation expense decreased $2.2 million, year-over-year, primarily due to a smaller increase in the value of mutual fund investment assets held for the plans during 2024 versus 2023. Additionally, the market price of the Company’s common stock decreased $29.85 per share in 2024 versus an $11.91 per share decrease during 2023. See the Overview and Segment Results - Corporate Expenses sections of this MD&A for further details.

Current wording

Deferred compensation was $2.2 million of expense in both 2025 and 2024. See the Overview and Segment Results - Corporate Expenses sections of this MD&A for further details.

Previous wording

The Company did not recognize any goodwill or other intangible impairment expense in 2024 versus $2.0 million in 2023. In 2023, the Company recognized $1.0 million of goodwill impairment expense related to its Colombia reporting unit and $1.0 million of goodwill and other intangibles impairment expense related to its Lipid Nutrition reporting unit. See Note 4, Goodwill and Other Intangible Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for additional details.

Current wording

The Company recorded a $6.2 million goodwill impairment expense, related to its Mexican reporting unit, in 2025. The Company did not incur any goodwill impairment expense in 2024. See Note 4, Goodwill and Other Intangible Assets, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for additional details.

Previous wording

Other, net was $4.1 million of income in 2024 versus $1.9 million of income in 2023. The Company recognized $4.6 million of investment gains (including realized and unrealized gains and losses) for the Company’s deferred compensation and supplemental defined contribution mutual fund assets in 2024 compared to $5.2 million of investment gains in 2023. In addition, the Company recognized $2.3 million of lower foreign exchange losses in 2024 than in 2023 ($1.4 million of foreign exchange losses in 2024 versus $3.7 million of foreign exchange losses in 2023). The Company also recognized $1.0 million of net periodic pension and other retirement obligations income in 2024 versus $0.4 million of income in 2023.

Current wording

Other, net was $3.5 million of income in 2025 versus $4.1 million of income in 2024. The Company recognized $2.8 million of investment gains (including realized and unrealized gains and losses) for the Company’s deferred compensation and supplemental defined contribution mutual fund assets in 2025 compared to $4.6 million of investment gains in 2024. In addition, the Company recognized $0.2 million of foreign exchange gains in 2025 versus $1.4 million of foreign exchange losses in 2024. The Company also recognized $0.5 million of net periodic pension and other retirement obligations income in 2025 versus $1.0 million of income in 2024.

Previous wording

The Company’s effective tax rate was 16.7 percent in 2024 versus 16.9 percent in 2023. This small decrease was comprised of various offsetting items. See Note 9, Income Taxes, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for a reconciliation of the statutory U.S. federal income tax rate to the effective tax rate.

Current wording

The Company’s effective tax rate was 21.7 percent in 2025 versus 16.7 percent in 2024. The increase of the 2025 effective tax rate was primarily attributable to a favorable non-recurring deferred tax adjustment in 2024 related to two of the Company’s Latin America subsidiaries and a decrease in the amount of qualified tax credits year-over-year. These two items were partially offset by the Company settling an audit in one jurisdiction earlier in 2025. See Note 9, Income Taxes, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for a reconciliation of the statutory U.S. federal income tax rate to the effective tax rate.

Previous wording

Surfactant net sales in 2024 decreased $70.7 million, or four percent, versus the prior year. Lower average selling prices negatively impacted the change in net sales by $97.2 million. The lower average selling prices were primarily due to the pass-through of lower raw material costs and increased competitive pressure within certain end-use markets. Foreign currency translation had a $12.9 million unfavorable impact on the year-over-year change in net sales. Sales volume increased two percent and favorably impacted the change in net sales by $39.4 million. A year-over-year comparison of net sales by region follows:

Current wording

Surfactant net sales in 2025 increased $133.9 million, or nine percent, versus the prior year. Higher average selling prices favorably impacted the change in net sales by $167.2 million. The higher average selling prices were primarily due to the pass-through of higher raw material costs and more favorable product mix. Sales volume decreased two percent and unfavorably impacted the change in net sales by $27.7 million. Sales volume, excluding the impact of the Philippines asset divestiture, decreased one percent. Foreign currency translation had a $5.6 million unfavorable impact on the year-over-year change in net sales. A year-over-year comparison of net sales by region follows:

Previous wording

Net sales for North American operations decreased $55.1 million, or six percent, between years. Lower average selling prices had a $40.8 million unfavorable impact on the year-over-year change in net sales. The lower average selling prices were primarily due to the pass-through of lower raw material costs and less favorable product mix. Sales volume declined one percent and negatively impacted the year-over-year change in net sales by $13.8 million. The lower sales volume primarily reflects lower demand for products sold into agricultural end markets due to customer and channel inventory destocking during the first half of 2024. In addition, sales volume into the personal care end markets was negatively impacted by operational issues, partially related to a flood event at the Millsdale site, during the first half of 2024. Higher demand for products sold into the oil field end markets and to our distribution partners partially offset the aforementioned decreases. Foreign currency translation negatively impacted the change in net sales by $0.5 million.

Current wording

Net sales for North American operations increased $60.0 million, or seven percent, between years. Higher average selling prices had a $62.4 million favorable impact on the year-over-year change in net sales. The higher average selling prices were primarily due to the pass-through of higher raw material costs and more favorable product mix. Sales volume declined less than one percent and negatively impacted the change in net sales by $1.6 million. Lower demand for products sold into the consumer products end markets was largely offset by higher demand for products sold into the agricultural and oilfield end markets and to our distribution partners. Foreign currency translation negatively impacted the change in net sales by $0.8 million.

Previous wording

Net sales for European operations decreased $25.2 million, or nine percent, primarily due to lower average selling prices that negatively impacted the change in net sales by $45.8 million. The lower average selling prices were primarily due to the pass-through of lower raw material costs and increased competitive activity within certain end-use markets. Sales volume increased six percent and positively impacted the change in net sales by $17.8 million. The higher sales volume was primarily due to higher demand for products sold into the industrial cleaning and personal care end markets and to our distribution partners. Foreign currency translation positively impacted the year-over-year change in net sales by $2.8 million. A weaker U.S. dollar relative to the British pound sterling and European euro led to the favorable foreign currency translation effect.

Current wording

Net sales for European operations increased $43.2 million, or 16 percent, primarily due to higher average selling prices, which had a $34.7 million positive impact on the change in net sales. The higher average selling prices were primarily due to the pass-through of higher raw material costs and more favorable product mix. Sales volume decreased one percent and negatively impacted the change in net sales by $2.6 million. Lower demand for products sold into the consumer products end markets and to our distribution partners was largely offset by higher demand for products sold into the agricultural and oilfield end markets. Foreign currency translation positively impacted the year-over-year change in net sales by $11.1 million. A weaker U.S. dollar relative to the British pound sterling and European euro led to the favorable foreign currency translation effect.

Previous wording

Net sales for Latin American operations increased $14.6 million, or five percent, primarily due to a nine percent increase in sales volume which positively impacted the year-over-year change in net sales by $26.3 million. The higher sales volume was primarily due to higher demand for products sold into the laundry and cleaning and agricultural end markets combined with higher demand for products sold to our distribution partners. Higher average selling prices positively impacted the change in net sales by $2.0 million. A stronger U.S. dollar relative to the Brazilian real and Mexican peso led to a $13.7 million unfavorable foreign currency translation effect.

Current wording

Net sales for Latin American operations increased $37.6 million, or 12 percent, primarily due to higher average selling prices that positively impacted the year-over-year change in net sales by $61.5 million. The higher average selling prices primarily reflect more favorable product mix and the pass-through of higher raw material costs. Sales volume decreased three percent and negatively impacted the change in net sales by $8.1 million. The decrease in sales volume was primarily due to lower demand for products sold into the commodity laundry and cleaning end markets that was partially offset by higher demand for products sold into the industrial cleaning and personal care end markets. A stronger U.S. dollar relative to all currencies within the region led to a $15.8 million unfavorable foreign currency translation effect.

Previous wording

Surfactant operating income for 2024 increased $13.2 million, or 18 percent, versus operating income reported in 2023. Gross profit increased $8.7 million, or five percent, and operating expenses decreased $4.5 million, or five percent. Year-over-year comparisons of gross profit by region and total segment operating expenses and operating income follow:

Current wording

Surfactant operating income for 2025 decreased $18.3 million, or 21 percent, between years. Gross profit decreased $11.4 million, or six percent, and operating expenses increased $6.8 million, or seven percent. Year-over-year comparisons of gross profit by region and total segment operating expenses and operating income follow:

Previous wording

Gross profit for European operations increased $5.4 million, or 20 percent, due to higher average unit margins, a six percent increase in sales volume and the favorable impact of foreign currency translation. These items positively impacted the year-over-year change in gross profit by $3.5 million, $1.6 million, and $0.2 million, respectively. The higher average unit margins primarily reflect a more favorable product mix.

Current wording

Gross profit for European operations increased $4.5 million, or 14 percent, primarily due to higher average unit margins and the favorable impact of foreign currency translation. These items positively impacted the year-over-year change in gross profit by $3.4 million and $1.4 million, respectively. The higher average unit margins primarily reflect a more favorable product mix. A one percent decrease in sales volume negatively impacted the year-over-year change in gross profit by $0.3 million.

Previous wording

Operating expenses for the Surfactant segment decreased $4.5 million, or five percent, year-over-year. Most of this decrease was attributable to lower salary expenses and bad debt provision expenses.

Current wording

Operating expenses for the Surfactant segment increased $6.8 million, or seven percent, year-over-year. Most of this increase was attributable to higher salaries, fringe benefits and bad debt provision expense in 2025 versus 2024.

Previous wording

Net sales for North American operations decreased $49.2 million, or 15 percent, due to a 10 percent decrease in sales volume and lower average selling prices. These items negatively impacted the year-over-year change in net sales by $32.7 million and $16.5 million, respectively. Sales volume within the commodity phthalic anhydride business decreased 32 percent primarily due to operational issues at the Millsdale plant during the first half of 2024. Sales volume of polyols used in rigid foam applications decreased nine percent year-over-year mostly due to soft demand during the second half of 2024. Sales volume of specialty polyols increased five percent year-over-year. The lower average selling prices primarily reflect the pass-through of lower raw material costs.

Current wording

Net sales for North American operations increased $24.7 million, or nine percent, primarily due to a 20 percent increase in sales volume which positively impacted the year-over-year change in net sales by $57.6 million. Sales volume within the commodity phthalic anhydride business more than doubled mainly due to the market exit of a competitor and the non-recurrence of operational issues at the Company’s Elwood, Illinois (Millsdale) site during 2024. Sales volume of polyols used in rigid foam applications and specialty polyols increased one and four percent, respectively, year-over-year. Lower average selling prices negatively impacted the year-over-year change in net sales by $32.9 million. The lower average selling prices primarily reflect the pass-through of lower raw material costs and less favorable product mix.

Previous wording

Net sales for European Polymer operations decreased $13.0 million, or five percent, year-over-year. Lower average selling prices and a two percent decline in sales volume negatively impacted the year-over-year change in net sales by $18.6 million and $5.7 million, respectively. The lower average selling prices were mainly due to pass-through of lower raw material costs and increased competitive activity. Foreign currency translation positively impacted the change in net sales by $11.3 million. A weaker U.S. dollar relative to the Polish zloty and British pound sterling led to the favorable foreign currency translation effect.

Current wording

Net sales for European Polymer operations decreased $23.2 million, or nine percent, year-over-year. Lower average selling prices and a one percent decline in sales volume negatively impacted the year-over-year change in net sales by $30.2 million and $2.7 million, respectively. The lower average selling prices were mainly due to pass-through of lower raw material costs and increased competitive activity. Foreign currency translation positively impacted the change in net sales by $9.7 million. A weaker U.S. dollar relative to the Polish zloty and British pound sterling led to the favorable foreign currency translation effect.

Previous wording

Net sales for Asian and Other operations increased $4.6 million, or 10 percent, primarily due to an 11 percent increase in sales volume which positively impacted the year-over-year change in net sales by $4.8 million. The higher sales volume was driven by the non-recurrence of COVID lock downs and restrictions that were in place in China in the first half of 2023 and higher demand for specialty polyols resulting from the Company’s product diversification efforts. Higher average selling prices positively impacted the change in net sales by $0.6 million. Foreign currency translation negatively impacted the year-over-year change in net sales by $0.8 million.

Current wording

Net sales for Asian and Other operations decreased $1.9 million, or four percent, primarily due to lower average selling prices. Lower average selling prices negatively impacted the year-over-year change in net sales by $1.7 million. Sales volume was down less than one percent and negatively impacted the change in net sales by $0.2 million. The slight decrease in sales volume reflects lower demand for polyols used in rigid foam applications that was mostly offset by higher demand for specialty polyols resulting from the Company’s product diversification efforts.

Previous wording

Polymer operating income for 2024 decreased $20.1 million, or 33 percent, versus operating income for 2023. Gross profit decreased $20.9 million, or 23 percent, and operating expenses were down $0.7 million, or three percent, year-over-year. Year-over-year comparisons of gross profit by region and total segment operating expenses and operating income follow:

Current wording

Polymer operating income for 2025 increased $2.6 million, or seven percent, versus operating income for 2024. Gross profit increased $3.6 million, or five percent, and operating expenses were up $1.0 million, or four percent, year-over-year. Year-over-year comparisons of gross profit by region and total segment operating expenses and operating income follow:

Previous wording

Gross profit for European Polymer operations decreased $7.3 million, or 18 percent, year-over-year. This decrease was primarily due to lower average unit margins and a two percent decline in sales volume that negatively impacted the change in gross profit by $7.4 million and $0.9 million, respectively. The lower average unit margins primarily reflect mandatory maintenance shutdown at the Company’s Germany site and increased competitive activity in the region. Foreign currency translation had a $1.0 million favorable impact on the year-over year change in gross profit.

Current wording

Gross profit for European operations decreased $4.8 million, or 15 percent, year-over-year. This decrease was primarily due to lower average unit margins and a one percent decrease in sales volume. These items negatively impacted the change in gross profit by $5.4 million and $0.4 million, respectively. The lower average unit margins primarily reflect increased competitive activity in the region. Foreign currency translation positively impacted the year-over-year change in gross profit by $1.0 million.

Previous wording

Operating expenses for the Polymers segment decreased $0.7 million, or three percent, year-over-year primarily due to lower salary expenses and bad debt provision expenses.

Current wording

Operating expenses for the Polymers segment increased $1.0 million, or four percent, year-over-year primarily due to higher salaries.

Previous wording

Specialty Products net sales in 2024 decreased $17.2 million, or 21 percent, versus net sales in 2023. The year-over-year decline in net sales was due to lower average selling prices that were partially offset by a seven percent increase in sales volume. Gross profit and operating income increased $9.0 million and $9.4 million, respectively, year-over-year. The year-over-year increases in gross profit and operating income were mostly attributable to margin recovery and higher sales volume within the medium chain triglycerides (MCT)

Current wording

Specialty Products net sales in 2025 increased $18.4 million, or 29 percent, versus net sales in 2024. The year-over-year increase in net sales was due to higher average selling prices and a 15 percent increase in sales volume. Gross profit and operating income increased $5.0 million and $4.7 million, respectively. The year-over-year increases in gross profit and operating income were mostly attributable to higher sales volume within the medium chain triglycerides (MCT) product line.

Previous wording

Corporate expenses, which include deferred compensation, business restructuring, asset/goodwill/other intangibles impairment charges and other operating expenses that are not allocated to the reportable segments, decreased $9.4 million, or 11 percent, between years. The decrease was mainly due to the non-recurrence of $14.0 million of business restructuring and asset/goodwill/other intangibles impairment charges that were recognized in 2023. In addition, deferred compensation expenses were $2.2 million in 2024 versus $4.4 million in 2023, a $2.2 million decrease year-over-year. Partially offsetting the aforementioned decreases was $6.8 million of pre-tax charges associated with a criminal social engineering scheme impacting one of the Company’s subsidiaries in Asia (see Note 24, Other Matter, of the notes to the Company’s consolidated financial statements included in Item 8 of this Form 10-K).

Current wording

Corporate expenses, which include deferred compensation and other operating expenses that are not allocated to the reportable segments, decreased $19.0 million, or 25 percent, between years. This decrease was mainly due to the non-recurrence of a $6.8 million pre-tax charge, related to a criminal social engineering fraud scheme, recognized in 2024 (see Note 24, Other Matter, of the notes to the

Previous wording

For 2024, cash generated from operating activities was a cash source of $162.1 million versus a source of $174.9 million in 2023. For 2024, investing cash outflows were $116.9 million versus cash outflows of $258.7 million in 2023. Financing activities were a cash use of $64.5 million in 2024 versus a source of $33.3 million in 2023. Cash and cash equivalents decreased by $30.2 million compared to December 31, 2023, inclusive of a $10.7 million unfavorable foreign exchange rate impact.

Current wording

For 2025, cash generated from operating activities was a cash source of $147.9 million versus a source of $162.1 million in 2024. For 2025, investing cash outflows were $89.0 million versus cash outflows of $116.9 million in 2024. Financing activities were a cash use of $35.4 million in 2025 versus a cash use of $64.5 million in 2024. Cash and cash equivalents increased by $33.0 million compared to December 31, 2024, inclusive of a $9.6 million favorable foreign exchange rate impact.

Previous wording

As of December 31, 2024, the Company’s cash and cash equivalents totaled $99.7 million including $12.6 million in money market funds and $1.2 million in U.S. demand deposit accounts. Cash and cash equivalents of the Company’s non-U.S. subsidiaries held outside the U.S. totaled $85.9 million as of December 31, 2024. As of December 31, 2023, cash in U.S. demand deposit accounts and money market funds totaled $6.4 million and $15.1 million, respectively. The Company’s non-U.S. subsidiaries held $108.3 million of cash outside the United States as of December 31, 2023.

Current wording

As of December 31, 2025, the Company’s cash and cash equivalents totaled $132.7 million including $13.8 million in money market funds and $2.4 million in U.S. demand deposit accounts. Cash and cash equivalents of the Company’s non-U.S. subsidiaries held outside the U.S. totaled $116.5 million as of December 31, 2025. As of December 31, 2024, the Company’s cash and cash equivalents totaled $99.7 million. Cash in U.S. demand deposit accounts and money market funds totaled $1.2 million and $12.6 million, respectively. The Company’s non-U.S. subsidiaries held $85.9 million of cash outside the United States as of December 31, 2024.

Previous wording

Net income increased by $10.2 million, or 25 percent, in 2024 versus the prior year. Working capital was a cash source of $5.8 million in 2024 versus a cash source of $13.4 million in 2023.

Current wording

Net income decreased $3.5 million, or seven percent, in 2025 versus the prior year. Working capital was a cash use of $15.8 million in 2025 versus a cash source of $5.8 million in 2024.

Previous wording

Accounts receivable were a cash source of $9.0 million in 2024 compared to a cash source of $32.0 million in 2023. Inventories were a cash use of $37.2 million in 2024 versus a cash source of $144.8 million in 2023. Accounts payable and accrued liabilities were a cash source of $34.0 million in 2024 compared to a cash use of $158.9 million in 2023.

Current wording

Accounts receivable were a cash source of $23.7 million in 2025 compared to a cash source of $9.0 million in 2024. Inventories were a cash source of $0.5 million in 2025 versus a cash use of $37.2 million in 2024. Accounts payable and accrued liabilities were a cash use of $32.7 million in 2025 compared to a cash source of $34.0 million in 2024.

Previous wording

Working capital requirements were a slightly lower source in 2024 compared to 2023 primarily due to the changes noted above. The change in inventories working capital primarily reflects targeted inventory builds, partially related to planned maintenance turnarounds, and higher unit cost in 2024. The change in accounts payable and accrued liabilities primarily reflects higher trade payables and incentive-based compensation accruals in 2024 versus a year ago. It is management’s opinion that the Company’s liquidity is reasonably sufficient to provide for potential increases in working capital requirements during 2025.

Current wording

Working capital requirements were higher in 2025 compared to 2024 primarily due to the changes noted above. The change in inventories working capital primarily reflects the Company’s efforts to reduce inventory levels during 2025. The change in accounts payable and accrued liabilities largely reflects a reduction in raw material purchases due to the Company’s inventory reduction efforts in 2025. It is management’s opinion that the Company’s liquidity is sufficient to provide for working capital requirements during 2026.

Previous wording

For 2025, the Company estimates that total capital expenditures will be in the range of $125.0 million to $135.0 million. This full year projected spending includes completion of the new alkoxylation plant that is being built in Pasadena, Texas, along with growth initiatives, infrastructure and optimization initiatives.

Current wording

For 2026, the Company estimates that total capital expenditures will be in the range of $100.0 million to $110.0 million.

Previous wording

Cash flow from financing activities was a use of $64.5 million in 2024 versus a source of $33.3 million in 2023. The year-over-year change was primarily due to a lower level of borrowings against the Company’s revolving credit facility and higher scheduled debt repayments in 2024 versus the comparable period in 2023.

Current wording

Cash flow from financing activities was a use of $35.4 million in 2025 versus a use of $64.5 million in 2024. The year-over-year change was primarily due to the issuance of $75.0 million aggregate principal amount of senior unsecured notes in 2025, partially offset by lower borrowings against the Company’s revolving credit facility in 2025 versus 2024.

Previous wording

The Company purchases shares of its common stock in the open market or from its benefit plans from time to time to fund its own benefit plans and to mitigate the dilutive effect of new shares issued under its compensation plans. The Company may, from time to time, seek to purchase additional amounts of its outstanding equity and/or retire debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise, including pursuant to plans meeting the requirements of Rule 10b5-1 promulgated by the SEC. While the amounts involved may be material, such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During the twelve months ended December 31, 2024, the Company did not purchase any shares of its common stock on the open market. At December 31, 2024, the Company had $125.1 million remaining for future repurchases under the share repurchase program authorized by its Board of Directors.

Current wording

The Company purchases shares of its common stock in the open market or from its benefit plans from time to time to fund its own benefit plans and to mitigate the dilutive effect of new shares issued under its compensation plans. The Company may, from time to time, seek to purchase additional amounts of its outstanding equity and/or retire debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise, including pursuant to plans meeting the requirements of Rule 10b5-1 promulgated by the SEC. While the amounts involved may be material, such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During the twelve months ended December 31, 2025, the Company did not purchase any shares of its common stock on the open market. At December 31, 2025, the Company had $125.1 million remaining under the share repurchase program authorized by its Board of Directors.

Previous wording

On December 31, 2024, the Company’s debt included $311.7 million of unsecured notes, with maturities ranging from 2025 through 2032, that were issued to insurance companies in private placement transactions pursuant to note purchase agreements (the “Note Purchase Agreements”), inclusive of a $90.0 million delayed-draw term loan borrowed pursuant to the Company’s credit agreement, and $313.7 million of short-term loans borrowed under the Company’s revolving credit facility. As of December 31, 2024, the Company had an outstanding letter of credit of $12.9 million inclusive of $4.2 million issued under the Company’s revolving credit facility. The proceeds from the note issuances have been the Company’s primary source of long-term debt financing and are supplemented by borrowings under bank credit facilities to meet short and medium-term liquidity needs.

Current wording

Net debt (which is defined as total debt minus cash – see the “Reconciliation of Non-GAAP Net Debt” section of this MD&A) was $494.0 million on December 31, 2025 versus $525.7 million at December 31, 2024. As of December 31, 2025, the ratio of net debt to net debt plus shareholders’ equity was 28.0 percent versus 31.0 percent at December 31, 2024 (see the “Reconciliation of Non-GAAP Net Debt” section in this MD&A for further details). On December 31, 2025, the Company’s debt included $324.0 million of unsecured notes, with maturities ranging from 2026 through 2033, that were issued to insurance companies in private placement transactions pursuant to note purchase agreements, an $83.8 million delayed-draw term loan borrowed pursuant to the Company’s credit agreement and $218.9 million of short-term loans borrowed under the Company’s revolving credit facility. As of December 31, 2025, the Company had outstanding letters of credit of $12.8 million, inclusive of $4.1 million issued under the Company’s revolving credit facility. The proceeds from the note issuances have been the Company’s primary source of long-term debt financing and are supplemented by borrowings under bank credit facilities to meet short and medium-term liquidity needs.

Previous wording

On August 27, 2024, the Company entered into amendments to two of its note purchase agreements to increase the available facility amounts and extend the end date of the issuance period to August 27, 2027. The Company’s credit agreement (the Credit Agreement) with a syndicate of banks provides for credit facilities in an initial aggregate principal amount of $450.0 million, consisting of (a) a $350.0 million multi-currency revolving credit facility and (b) a $100.0 million delayed draw term loan credit facility ($10.0 million of the term loan principal has been permanently repaid as scheduled), each of which matures on June 24, 2027. The Company's credit agreement with Credit Industriel et Commercial NY (the CIC Credit Agreement) provides for a credit facility in an aggregate principal amount of $8.7 million. The facility is for the sole purpose of the issuance of standby letters of credit. As of December 31, 2024, the Company had outstanding letters of credit totaling $8.7 million under the CIC Credit Agreement. The Company also maintains import and export letters of credit. and standby letters of credit under its workers’ compensation insurance agreements and for other purposes, as needed from time to time, which are issued under the Credit Agreement. These outstanding letters of credit totaled $4.2 million at December 31, 2024. As of December 31, 2024, the ratio of net debt to net debt plus shareholders’ equity was 31.0 percent versus 30.0 percent as of December 31, 2023 (see the “Reconciliation of Non-GAAP Net Debt” section in this MD&A for further details).

Current wording

The Company’s credit agreement (the Credit Agreement) with a syndicate of banks provides for credit facilities in an initial aggregate principal amount of $450.0 million, consisting of (a) a $350.0 million multi-currency revolving credit facility and (b) a $100.0 million delayed draw term loan credit facility ($16.2 million of the term loan principal has been permanently repaid as scheduled), each of which matures on June 24, 2027. The Company's credit agreement with Credit Industriel et Commercial NY (the CIC Credit Agreement) provides for a credit facility in an aggregate principal amount of $8.7 million. The facility is for the sole purpose of the issuance of standby letters of credit. As of December 31, 2025, the Company had outstanding letters of credit totaling $8.7 million under the CIC Credit Agreement. The Company also maintains import and export letters of credit and standby letters of credit under its workers’ compensation insurance agreements and for other purposes, as needed from time to time, which are issued under the Credit Agreement. These outstanding letters of credit totaled $4.1 million at December 31, 2025.

Previous wording

The Company anticipates that cash from operations, committed credit facilities and cash on hand will be reasonably sufficient to fund anticipated capital expenditures, working capital, dividends and other planned financial commitments for the foreseeable future.

Current wording

The Company anticipates that cash from operations, committed credit facilities and cash on hand will be sufficient to fund anticipated capital expenditures, working capital, dividends and other planned financial commitments for the foreseeable future.

Previous wording

Certain foreign subsidiaries of the Company maintain short-term bank lines of credit in their respective local currencies to meet working capital requirements as well as to fund capital expenditures and acquisitions. At December 31, 2024, there was no debt held by foreign subsidiaries.

Current wording

Certain foreign subsidiaries of the Company maintain short-term bank lines of credit in their respective local currencies to meet working capital requirements as well as to fund capital expenditures and acquisitions. At December 31, 2025, the Company’s foreign subsidiaries did not have any outstanding debt.

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