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MYERS INDUSTRIES INC

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About 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.

Sep 30, 2026 · Filed Oct 29, 2026

MYE$26.95+0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001193125-26-324876

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001193125-26-436966

Item 2. 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 58 previous paragraphs and 59 current paragraphs.

28 unchanged; 25 reworded; 5 added; 3 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 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 (5)

Current report

The Company recognized a $3.5 million loss on debt extinguishment for the quarter ended September 30, 2026 in conjunction with Amendment No. 2, as more fully described below and in Note 11.

Current report

The Company recognized a $3.5 million loss on debt extinguishment for the nine months ended September 30, 2026 in conjunction with Amendment No. 2, as more fully described below and in Note 11.

Current report

Amendment No. 2 also provided for a revolving credit facility in an aggregate committed principal amount of $250 million, which includes a letter of credit subfacility and swingline subfacility (the "Revolving Credit Facility"). In connection with Amendment No. 2, the Company incurred deferred financing fees of $1.7 million and recognized a loss on debt extinguishment of $3.5 million.
Removed paragraphs (3)

Previous report

Amendment No. 1 did not change the existing revolving credit facility’s September 29, 2027 maturity date or $250 million borrowing limit, which includes a letter of credit subfacility and swingline subfacility. In connection with Amendment No. 1, the Company incurred deferred financing fees of $9.2 million.

Previous report

Borrowings under the Amended Loan Agreement inclusive of Amendment No. 2 continue to bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Amounts borrowed under the credit facility are secured by pledges to all of the Company's assets, except with respect to certain assets that are customarily excluded for the incurrence of such liens and except for assets related to Myers Tire Supply, unless the sale of the Myers Tire Supply business is not completed by January 27, 2027.
Reworded paragraphs (25)

Previous wording

Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, significant increases in the cost of raw materials or disruption in the availability of raw materials; operating in a very competitive business environment; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; physical and other risks that could disrupt production; risks associated with our ability to develop and market new products; risks associated with protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others; price volatility with our common stock; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business or inflationary conditions in the U.S. economy or global markets; risks associated with doing business in foreign countries; inability of the Company to maintain access to credit financing; risks associated with equity ownership concentration; claims, litigation and regulatory actions against the Company; changes in laws (including privacy laws), regulations and standards affecting the Company; current and future environmental and other governmental laws and requirements affecting the Company; unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events; instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions; our ability to successfully execute our announced intended divestiture of the Myers Tire Supply business; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, significant increases in the cost of raw materials or disruption in the availability of raw materials; operating in a very competitive business environment; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; physical and other risks that could disrupt production; risks associated with our ability to develop and market new products; risks associated with protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others; price volatility with our common stock; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business or inflationary conditions in the U.S. economy or global markets; risks associated with doing business in foreign countries; inability of the Company to maintain access to credit financing; risks associated with equity ownership concentration; claims, litigation and regulatory actions against the Company; changes in laws (including privacy laws), regulations and standards affecting the Company; current and future environmental and other governmental laws and requirements affecting the Company; unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events; instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The Company’s results of operations for the quarter and six months ended June 30, 2026 are discussed below. 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. 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. The Company believes it is well-positioned to manage through this uncertainty as it has a strong balance sheet with sufficient liquidity and borrowing capacity as well as a diverse product offering and customer base.

Current wording

The Company’s results of operations for the quarter and nine months ended September 30, 2026 are discussed below. 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. 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. The Company believes it is well-positioned to manage through this uncertainty as it has a strong balance sheet with sufficient liquidity and borrowing capacity as well as a diverse product offering and customer base.

Previous wording

Net sales for the quarter ended June 30, 2026 were $179.2 million, an increase of $16.0 million or 9.8% compared to the quarter ended June 30, 2025. Net sales increased due to higher volume of $14.4 million, higher pricing of $1.5 million and the effect of favorable currency translation of $0.1 million. During the second quarter of 2026, the Company also began production and made initial shipments of military ammunition containers in Europe through Scepter International Poland sp z o.o. Military ammunition containers are included within the Industrial market. The expansion supports the Company’s ability to serve customers in the European market and is part of a broader growth strategy.

Current wording

Net sales for the quarter ended September 30, 2026 were $171.3 million, an increase of $12.9 million or 8.1% compared to the quarter ended September 30, 2025. Net sales increased due to higher volume of $8.9 million and higher pricing of $4.2 million, partially offset by the effect of unfavorable currency translation of $0.2 million. Beginning in the second quarter of 2026, the Company also began production and made initial shipments of military ammunition containers in Europe through Scepter International Poland sp z o.o. Military ammunition containers are included within the Industrial market. The expansion supports the Company’s ability to serve customers in the European market and is part of a broader growth strategy.

Previous wording

Gross profit increased $10.4 million, or 20.4%, for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025, due to higher volume and pricing as described under Net Sales above, in addition to favorable mix and cost productivity, partially offset by higher material costs. Gross margin was 34.3% for the quarter ended June 30, 2026 compared with 31.3% for the quarter ended June 30, 2025.

Current wording

Gross profit decreased $2.5 million, or 5.0%, for the quarter ended September 30, 2026 compared to the quarter ended September 30, 2025, due to higher material costs, unfavorable mix and unplanned maintenance costs, partially offset by higher volume and pricing as described under Net Sales above. Gross margin was 27.3% for the quarter ended September 30, 2026 compared with 31.1% for the quarter ended September 30, 2025.

Previous wording

Selling, general and administrative (“SG&A”) expenses for the quarter ended June 30, 2026 were $26.6 million, a decrease of $0.8 million or 2.9% compared to the same period in the prior year. Decreases in SG&A expenses for the quarter ended June 30, 2026 were primarily due to $0.5 million of lower salaries and benefits, $0.1 million of lower legal and professional fees, and a $2.0 million non-income tax reserve release related to the Signature acquisition, partially offset by $1.0 million of higher incentive compensation, $0.4 million of higher commissions, $0.3 million of higher variable selling expenses and $0.1 million of higher facilities costs.

Current wording

Selling, general and administrative (“SG&A”) expenses for the quarter ended September 30, 2026 were $28.4 million, a decrease of $0.3 million or 1.0% compared to the same period in the prior year. Decreases in SG&A expenses for the quarter ended September 30, 2026 were primarily due to $1.7 million of lower legal and professional fees, $1.0 million of lower variable selling expenses, $1.0 million of lower restructuring costs as described in Note 4, $0.2 million of lower salaries and benefits, and $0.1 million of lower facilities costs, partially offset by $2.6 million of higher incentive compensation and $0.5 million of higher commissions. Additionally, environmental matters, as described in Note 10 resulted in a net $0.5 million of charges for the quarter ended September 30, 2026.

Previous wording

Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.1 million to $3.7 million for the quarter ended June 30, 2026 as compared to $3.8 million for the quarter ended June 30, 2025. The decrease was primarily related to asset disposals in the prior year.

Current wording

Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.2 million to $3.5 million for the quarter ended September 30, 2026 as compared to $3.7 million for the quarter ended September 30, 2025. The decrease was primarily related to asset disposals in the prior year.

Previous wording

Net interest expense for the quarter ended June 30, 2026 was $6.3 million, a decrease of $1.1 million, or 14.9%, compared with $7.4 million for the quarter ended June 30, 2025. The lower net interest expense was due to lower average outstanding borrowings for the quarter ended June 30, 2026.

Current wording

Net interest expense for the quarter ended September 30, 2026 was $5.2 million, a decrease of $2.3 million, or 30.7%, compared with $7.5 million for the quarter ended September 30, 2025. The lower net interest expense for the quarter ended September 30, 2026 was due to lower average outstanding borrowings and a lower weighted-average borrowing rate as a result of Amendment No. 2, as more fully described below and in Note 11.

Previous wording

The Company’s effective tax rate was 24.7% and 22.9% for the quarter ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate is driven by a non-recurring prior year benefit related to the termination of the Company's pension plan.

Current wording

The Company’s effective tax rate was 23.8% and 31.8% for the quarter ended September 30, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.

Previous wording

Income from discontinued operations, net of income taxes was $1.3 million and $0.1 million for the quarter ended June 30, 2026 and 2025, respectively. The higher income from discontinued operations, net of income taxes, in the current year was mainly due to favorable mix, price, cost productivity and lower overall SG&A, partially offset by lower net sales.

Current wording

Income (loss) from discontinued operations, net of income taxes was $(5.6) million and $0.8 million for the quarter ended September 30, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to the net $5.4 million loss on sale of the Company's North American domestic tire supply businesses of Myers Tire Supply, as more fully described in Note 3.

Previous wording

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Current wording

Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

Gross profit increased $16.7 million, or 16.5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to higher volume and pricing as described under Net Sales above, in addition to favorable mix and cost productivity, partially offset by higher material costs. Gross margin was 34.3% for the six months ended June 30, 2026 compared with 31.2% for the six months ended June 30, 2025.

Current wording

Gross profit increased $14.3 million, or 9.5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to higher volume and pricing as described under Net Sales above, in addition to favorable mix and cost productivity, partially offset by higher material costs and unplanned maintenance costs. Gross margin was 32.0% for the nine months ended September 30, 2026 compared with 31.1% for the nine months ended September 30, 2025.

Previous wording

Selling, general and administrative (“SG&A”) expenses for the six months ended June 30, 2026 were $54.6 million, a decrease of $2.1 million or 3.7% compared to the same period in the prior year. Decreases in SG&A expenses for the six months ended June 30, 2026 were primarily due to $1.4 million of lower salaries and benefits, $0.7 million of lower legal and professional fees, and a $2.0 million non-income tax reserve release related to the Signature acquisition, partially offset by $0.9 million of higher incentive compensation, $0.4 million of higher commissions, $1.1 million of higher variable selling expenses and $0.1 million of higher facility costs.

Current wording

SG&A expenses for the nine months ended September 30, 2026 were $83.0 million, a decrease of $2.4 million or 2.8% compared to the same period in the prior year. Decreases in SG&A expenses for the nine months ended September 30, 2026 were primarily due to $2.3 million of lower legal and professional fees, $1.5 million of lower salaries and benefits, a $2.0 million non-income tax reserve release related to the Signature acquisition, $3.8 million of lower restructuring costs as described in Note 4 and a $1.6 million pension settlement charge that was recognized in the prior year, partially offset by $3.6 million of higher incentive compensation, $0.9 million of higher commissions, $0.2 million of higher variable selling expenses and a $3.2 million recovery of purchased credit deteriorated assets that was recognized as a reduction to bad debt expense in the prior year. Additionally, environmental matters, as described in Note 10 resulted in a net $0.9 million of charges for the nine months ended September 30, 2026.

Previous wording

Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.2 million to $7.4 million for the six months ended June 30, 2026 as compared to $7.5 million for the six months ended June 30, 2025. The decrease was primarily related to asset disposals in the prior year.

Current wording

Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.3 million to $10.9 million for the nine months ended September 30, 2026 as compared to $11.2 million for the nine months ended September 30, 2025. The decrease was primarily related to asset disposals in the prior year.

Previous wording

(Gain) loss on disposal of fixed assets was not significant during both the six months ended June 30, 2026 and June 30, 2025.

Current wording

(Gain) loss on disposal of fixed assets was not significant during both the nine months ended September 30, 2026 and September 30, 2025.

Previous wording

Net interest expense for the six months ended June 30, 2026 was $13.0 million, a decrease of $1.8 million, or 12.1%, compared with $14.8 million for the six months ended June 30, 2025. The lower net interest expense was due to lower average outstanding borrowings for the six months ended June 30, 2026.

Current wording

Net interest expense for the nine months ended September 30, 2026 was $18.2 million, a decrease of $4.1 million, or 18.4%, compared with $22.2 million for the nine months ended September 30, 2025. The lower net interest expense for the nine months ended September 30, 2026 was due to lower average outstanding borrowings and a lower weighted-average borrowing rate as a result of Amendment No. 2, as more fully described below and in Note 11.

Previous wording

The Company’s effective tax rate was 24.4% and 24.6% for the six months ended June 30, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.

Current wording

The Company’s effective tax rate was 24.3% and 26.7% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.

Previous wording

Loss from discontinued operations, net of income taxes was $14.3 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to impairment charges of $19.5 million ($14.8 million, net of tax) recognized on the classification of assets held for sale, as more fully described in Note 3, partially offset by favorable mix, price and cost productivity in the current year.

Current wording

Income (loss) from discontinued operations, net of income taxes was $(19.9) million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to impairment charges of $19.8 million ($14.9 million, net of tax) recognized on the classification of assets held for sale and the net $5.4 million loss on sale of the Company's North American domestic tire supply businesses of Myers Tire Supply, as more fully described in Note 3.

Previous wording

The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below). At June 30, 2026, the Company had $47.6 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $319.6 million, including the finance lease liability of $7.7 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and the heightened uncertainty in the current macroeconomic environment. The Company believes that cash on hand, cash flows from operations and available capacity under its Amended Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth.

Current wording

The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement. At September 30, 2026, the Company had $53.5 million of cash, $201.2 million available under the Amended Loan Agreement and outstanding debt of $299.5 million, including the finance lease liability of $7.5 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and the heightened uncertainty in the current macroeconomic environment. The Company believes that cash on hand, cash flows from operations and available capacity under its Amended Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth.

Previous wording

Net cash provided by operating activities from continuing operations, including intercompany cash flows, was $58.8 million for the six months ended June 30, 2026, compared to $37.9 million in the same period in 2025. The increase was primarily due to higher net income from continuing operations in the current period and changes in working capital. For the six months ended June 30, 2026, accounts receivable and inventories were a use of $8.5 million and $9.7 million, respectively, which was more than offset by $1.4 million and $23.3 million provided by prepaid expenses and other current assets and accounts payable, respectively. This compares to the six months ended June 30, 2025, where prepaid expenses and other current assets and inventories were uses of $4.9 million and $2.6 million, respectively, partially offset by $4.8 million and $2.3 million provided by accounts receivable and accounts payable, respectively. The company views changes in working capital to be related to volume and timing. In total, cash generated from working capital was $6.4 million for the six months ended June 30, 2026, compared to cash used for working capital of $0.5 million in the prior year to date period.

Current wording

Net cash provided by operating activities from continuing operations, including intercompany cash flows, was $76.2 million for the nine months ended September 30, 2026, compared to $63.9 million in the same period in 2025. The increase was primarily due to higher net income from continuing operations in the current period and changes in working capital. For the nine months ended September 30, 2026, accounts receivable, inventories and prepaid expenses and other current assets were a use of $9.8 million, $6.6 million and $3.3 million, respectively, which was more than offset by $23.3 million provided by accounts payable and accrued expenses. This compares to the nine months ended September 30, 2025, where accounts receivable, prepaid expenses and other current assets and inventories were uses of $3.5 million, $1.8 million and $1.0 million, respectively, offset by $11.4 million provided by accounts payable and accrued expenses. The Company views changes in working capital to be related to volume and timing. In total, cash generated from working capital was $3.7 million for the nine months ended September 30, 2026, compared to cash provided by working capital of $5.2 million in the prior year to date period.

Previous wording

Net cash used for investing activities from continuing operations was $6.8 million for the six months ended June 30, 2026 compared to cash used of $11.4 million for the same period in 2025. Capital expenditures were $8.4 million and $11.6 million for the six months ended June 30, 2026 and 2025, respectively. Full year 2026 capital expenditures are expected to be approximately 3.5% of revenue.

Current wording

Net cash provided by investing activities from continuing operations was $10.8 million for the nine months ended September 30, 2026, compared to cash used of $15.6 million for the same period in 2025. In connection with the sale of Myers Tire Supply, as more fully described in Note 3, the Company recognized $23.6 million of net proceeds from the sale of business for the nine months ended September 30, 2026. Capital expenditures were $14.3 million and $15.8 million for the nine months ended September 30, 2026 and 2025, respectively. Full year 2026 capital expenditures are expected to be approximately 3.5% of revenue.

Previous wording

Cash used by financing activities from continuing operations was $45.8 million for the six months ended June 30, 2026 compared to cash used of $17.5 million for the same period in 2025. Net borrowings (repayments) of the Company's revolving credit facility were $0.0 million and $5.0 million for the six months ended June 30, 2026 and 2025, respectively. The Company also made repayments of the Term Loan A totaling $35.0 million and $10.0 million for the six months ended June 30, 2026 and 2025, respectively. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $0.6 million for both the six months ended June 30, 2026 and 2025. Cash paid for tax withholdings on vesting of stock compensation totaled $0.7 million and $0.9 million for the six months ended June 30, 2026 and 2025, respectively. The Company also used $1.5 million for the repurchase of its common stock, for the quarter ended June 30, 2025. The Company also used cash to pay dividends of $10.3 million and $10.4 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Cash used by financing activities from continuing operations was $74.9 million for the nine months ended September 30, 2026 compared to cash used of $33.0 million for the same period in 2025. In 2026, the Company received proceeds of $250 million under a new Term Loan facility and made total repayments on Term Loan A of $351 million for the nine months ended September 30, 2026, of which $316 million was paid in conjunction with Amendment No. 2, as more fully described below and in Note 11. The remaining reduction of Term Loan A was funded with borrowings on the Revolving Credit Facility. Net borrowings (repayments) of the Company's Revolving Credit Facility were $43.5 million and $0.0 million for the nine months ended September 30, 2026 and 2025, respectively. Fees paid for Amendment No. 2 in July, 2026 totaled $1.7 million. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $1.0 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $0.8 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively. The Company also used $2.0 million for the repurchase of its common stock, for the nine months ended September 30, 2025. The Company also used cash to pay dividends of $15.4 million for both the nine months ended September 30, 2026 and 2025.

Previous wording

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 11) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. 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.

Current wording

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”) dated September 29, 2022. Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a 5-year $400 million term loan facility (“Term Loan A”). In connection with Amendment No. 1, the Company incurred deferred financing fees of $9.2 million.

Previous wording

On July 28, 2026, the Company entered into Amendment No. 2 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 2”), which amended and restated the Amended Loan Agreement as described in Note 11. Amendment No. 2, among other things, extended the revolving credit facilities for five years and replaces Term Loan A with a new five-year, $250 million term loan (“Term Loan”). The revolving credit facility and the Term Loan both mature on July 28, 2031. Amendment No. 2 reduces and harmonizes the applicable spread for interest charged on both the revolving credit facility and the Term Loan. The reduction of the $316 million balance on Term Loan A to the initial $250 million balance on the Term Loan under Amendment No. 2 was funded with borrowings on the revolving credit facility. Amendment No. 2 maintained the two most restrictive financial covenants: 1) the Interest Coverage Ratio with an unchanged minimum level of 3.00 to 1; and 2) the Net Leverage Ratio with an increased maximum level of 3.50 to 1 and providing for the Company's option to elect a four quarter holiday of 4.00 to 1 following a Material Acquisition as defined in the Amended Loan Agreement, inclusive of Amendment No. 2.

Current wording

On July 28, 2026, the Company entered into Amendment No. 2 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 2”), which amended Amendment No. 1 (collectively, the "Amended Loan Agreement"). Amendment No. 2, among other things, extended the Revolving Credit Facility for five years and replaced Term Loan A with a new five-year, $250 million term loan (the “Term Loan”). The Revolving Credit Facility and the Term Loan both mature on July 28, 2031. Under the Amended Loan Agreement, the Term Loan will amortize in quarterly installment payments in an aggregate annual amount equal to five percent (5%) of the original principal amount of the Term Loan. The Term Loan 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 the Term Loan may not be reborrowed. Amendment No. 2 reduced and harmonized the applicable spread for interest charged on both the Revolving Credit Facility and the Term Loan. Amendment No. 2 maintained the two most restrictive financial covenants: 1) the Interest Coverage Ratio with an unchanged minimum level of 3.00 to 1; and 2) the Net Leverage Ratio with an increased maximum level of 3.50 to 1 and provided for the Company's option to elect a four quarter holiday of 4.00 to 1 following a Material Acquisition as defined in the Amended Loan Agreement.

Previous wording

On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. At June 30, 2026, the remaining notional value of the Company's interest rate swap totaled $175.0 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 11.

Current wording

On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million and a final maturity date of January 31, 2029. At September 30, 2026, the remaining notional value of the Company's interest rate swap totaled $170.0 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 11.

Previous wording

As of June 30, 2026, $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.

Current wording

As of September 30, 2026, $201.2 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 plus an applicable margin, which under Amendment No. 2 ranges from 125 basis points to 225 basis points depending on the Company's net leverage ratio (defined below).
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Net sales for the nine months ended September 30, 2026 were $515.1 million, an increase of $31.7 million or 6.6% compared to the nine months ended September 30, 2025. Net sales increased due to higher volume of $27.5 million, higher pricing of $3.8 million and the effect of favorable currency translation of $0.4 million. Beginning in the second quarter of 2026, the Company also began production and made initial shipments of military ammunition containers in Europe through Scepter International Poland sp z o.o. Military ammunition containers are included within the Industrial market. The expansion supports the Company’s ability to serve customers in the European market and is part of a broader growth strategy.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Net sales for the six months ended June 30, 2026 were $343.8 million, an increase of $18.9 million or 5.8% compared to the six months ended June 30, 2025. Net sales increased due to higher volume of $18.2 million, higher pricing of $0.1 million and the effect of favorable currency translation of $0.6 million.

Previous report — wording carried elsewhere

Additionally, environmental matters, as described in Note 10 resulted in a net $0.4 million of charges for the six months ended June 30, 2026.