CC 10-K & 10-Q changes, risk factors and insider trading

We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, or our ability to place our products on the market, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity;

As a result of the Auditaudit Committeecommittee Internalinternal Reviewreview that commenced in 2024, we may be exposed to civil or criminal litigation from investors and/or regulatory entities, and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows; and, Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact our reputation and results of operations, financial condition and cash flows.

The global nature of our business creates exposure to tariffs. If significant tariffs or other restrictions continue to be placed on foreign imports by the United States and related countermeasures are taken by impacted foreign countries, our results of operations could be negatively affected:;

Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant negative impact on our earningsoperating results;

Our ability to make future strategic decisions regarding our manufacturing operations are subject to regulatory, environmental, political, legal, and economic risks, and to a certain extent may be subject to consents or cooperation from EID under the agreements entered into between us and EID as part of the Separation. These could adversely affect our ability to execute our future strategic decisions and our results of operations, financial conditioncondition, and cash flows;

Our results of operations and financial condition could be seriously impacted by business disruptions, including environmental, weather, and natural disasters.disasters, as well as other events outside of our control We participate in certain business relationships where we may be adversely impacted by the actions of the joint venture, its participants, or other partners;

If we identify a material weakness in internal control over financial reporting, or if we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud, either of which could have a material effect on us; and WeOur havesuccess incurreddepends on our ability to attract and expectretain key employees, and to continueidentify and develop talented personnel to incursucceed significantour expensessenior relatedmanagement tokey theemployees Auditor Committeemembers Internalof Review,our andboard anyof resulting litigation.directors.

We face risks arising from various unasserted and asserted legal claims, investigations, and litigation matters, such as product liability claims, patent infringement claims, anti-trust claims, and claims for third-party property damage or personal injury stemming from alleged environmental actions (which may concern regulated or unregulated substances) or other torts. We have noted a nationwide trend in purported mass tort and class actions against chemical manufacturers generally seeking relief, such as medical monitoring, property damages, off-site remediation, and punitive damages arising from alleged environmental actions (which may concern regulated or unregulated substances) or other torts without claiming present personal injuries. We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities, and utilities alleging harm to the general public and damages to natural resources. Various factors or developments in these nationwide trends or in the actions could result in future charges that could have a material adverse effect on us. We are also subject to requests for information, including those described below under “As a result of the Auditaudit Committeecommittee Internalinternal Review,review in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities,entities and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows.”" An adverse outcome in any one or more of these matters could be material to our financial results, liquidity, and/or stock price, and could adversely impact the value of any of our brands that are associated with any such matters. As discussed below, we are a named defendant and/or cost-sharing and defending DuPont, Corteva, and EID (together, the “DuPont Indemnitees”) in litigation related to the production and use of per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acids and its salts, including the ammonium salt (“PFOA”); hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”) and other compounds; and products that are manufactured or use such compounds, including Aqueous Film Forming Foam (“AFFF”). Chemours does not, and has never, used PFOA as a polymerization aid nor sold it as a commercial product. Prior to the Separation, the performance chemicals segment of EID made PFOA at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) and used PFOA as a polymerization aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites, including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey ("Chambers Works"); Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours.

In the ordinary course of business, we may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we may be required to indemnify EID with regard to liabilities allocated to, or assumed by, us under each of the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement that were executed prior to the Separation. These indemnification obligations to date have included defense costs associated with certain litigation matters, as well as certain damages awards, settlements, and penalties. In January 2021, we and the DuPont Indemnitees entered into a binding Memorandum of Understanding (the “MOU”) addressing certain PFAS matters and costs. In August 2025, we, EID and the DuPont Indemnitees entered into a PFAS Insurance Proceeds Memorandum of Understanding (“PFAS Insurance MOU”) related to the New Jersey settlement providing for our assignment of certain PFAS-related insurance rights in exchange for funding toward our obligations, Disputes with or among the DuPont Indemnitees and others which may arise with respect to the MOU, PFAS Insurance MOU and PFAS matters, including disputes based on matters of law or contract interpretation, could materially adversely affect our results of operations, financial condition, and cash flows.

We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, or our ability to place our products in the market, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity.

Our operationsoperations, products and production facilities are dependent upon attainment and renewal of requisite operating permits and are subject to extensive environmental and health and safety laws, regulations, and enforcements, proceedings or other actions at national, international, and local levels in numerous jurisdictions, relating to pollution, protection of the environment, climate change, transporting and storing raw materials and finished products, storing and disposing of hazardous wastes, and product content and other safety or human rights concerns. Such laws include, but are not limited to:

Foreign-based chemical control regulations, such as the Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) in the EU, the Chemical Substances Control Law (“CSCL”) in Japan, MEPMEE Order No. 712 in China, and the Toxic Chemical Substance Control Act (“TCSCA”) in Taiwan for the production and distribution of chemicals in commerce and reporting of potential adverse effects;

If we are found to be in violation of these laws, regulations,laws or enforcements,regulations, which may be subject to change based on legislative, scientific, or other factors, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, reputational harm, loss of sales or market access, or experience interruptions in our operations. Our operations and production may also be subject to changes based on increased regulation or other changes to, or restrictions imposed by, any such additional regulations. Any operational interruptions or plant shutdowns may result in delays in production or may cause us to incur additional costs to develop redundancies in order to avoid interruptions in our production cycles, which could result in future asset impairments. In addition, the manner in which adopted regulations (including environmental and safety regulations) are ultimately implemented may affect our products, the demand for and public perception of our products, the reputation of our brands, our market access, and our results of operations. In the event of a catastrophic incident involving any of the raw materials we use or chemicals we produce, we could incur material costs to address the consequences of such event and future reputational costs associated with any such event.

Our costs to comply with complex environmental laws and regulations, as well as internal and external voluntary programs, are significant and will continue to be significant for the foreseeable future. These laws and regulations may change and could become more stringent over time, which could result in significant additional compliance costs, increased costs of purchased energy or other raw materials, increased transportation costs, investments in, or restrictions on, our operations, installation or modification of emission control equipment, or additional costs associated with emissions control equipment. Additionally, to the extent these laws, regulations and restrictions are not stringently imposed in the countries in which our competitors operate, our competitors could gain cost or other competitive advantages. As a result of our current and historic operations, including the operations of divested businesses and certain discontinued operations, we also expect to continue to incur costs for environmental investigation and remediation activities at a number of our current or former sites and third-party disposal locations. However, the ultimate costs under environmental laws and the timing of these costs are difficult to accurately predict. While we establish accruals in accordance with U.S. generally accepted accounting principles (“GAAP”), the ultimate actual costs and liabilities may vary from the accruals because the estimates on which the accruals are based depend on a number of factors (many of which are outside of our control), including the nature of the matter and any associated third-party claims, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (“PRPs”) at multi-party sites, and the number and financial viability of other PRPs. We also could incur significant additional costs as a result of additional contamination that is discovered or remedial obligations imposed in the future. Refer to “Environmental Matters” within Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further information.

In May 2020, five European countries began an initiative to restrict the manufacture, placing on the market and use of PFAS in the EU. In this regulatory process, more than 4,000 substances, including F-gases and fluoropolymers are being considered for potential broad regulatory action. On July 15, 2021, the countries submitted their restriction proposal, which informed ECHA of the intent to prepare a PFAS restriction dossier for fluorinated substances within a defined structural formula scope, including branched fluoroalkyl groups and substances containing ether linkages, fluoropolymers and side chain fluorinated polymers. The restriction dossier was submitted to ECHA in January 2023, and in February 2023 ECHA published a report and supporting annexes on the restriction proposal, which includes identified concerns for in-scope PFAS and their degradation products and the proposed restriction of a full ban with certain use-specific time-limited derogation periods. Comments were submitted from individuals and organizations during the consultation period in 2023 and the restriction dossier willis bebeing reviewed by the ECHA Risk Assessment Committee ("RAC") and Socio-economic Analysis Committees (“SEAC”). RAC and SEAC willare focusfocusing on the different sectors that are affected and elements of the proposal, and further meetings will bewere held in 2025. In NovemberAugust 2024, ECHA and2025, the five Europeannational countriesauthorities issuedreviewed aover progress5,600 updatecomments onfrom the PFAS2023 restriction,consultation indicatingand thatupdated their original restriction proposal. This revised version, called the Background Document, is now the basis for ECHA’s committee opinions and includes alternative restriction options,options besidesinstead of a full ban or a ban with time-limited derogations, are being considered for uses including, but not limited to: batteries; fuel cells; and electrolysers, and that fluoropolymers have high stakeholder interest considering availability of alternativesderogations for certain usesapplications. The document may still be updated further as the committees continue their evaluation. The RAC and potentialSEAC socio-economicare impactsexpected to complete their scientific evaluation by the end of a2026, ban.which The five national authorities who preparedmarks the proposalend areof alsothe updatingregulatory theirphase, initialand reportthe file moves to addressthe European Commission and initiates the consultationstart comments,of whichthe willpolitical then be assessed by ECHA committees.phase. The estimated earliest entry into force of restrictions is 2026,2027, contingent upon timely completion of the remaining steps in the EU REACH restriction process.

In January of 2024, the European Council adopted a regulation supporting the phase down of hydrofluorocarbons (“HFC”) by 2050 and multiple bans on HFCs and hydrofluoroolefin (“HFO”) in select applications. The new regulation entered into force on March 11, 2024, and includes both reviews and exemptions. No later than January 1, 2030, the European Commission will publish a report on the effects of the regulation and whether the bans are upheld based on technical feasibility and socioeconomic impact of alternatives. Also in 2024, Regulation (EU) 2024/573 was published and became effective, with a later implementing regulation ((EU) 2024/2473), that changed rules governing F-Gas reporting and quota consumption. In preparing its 2024 F-Gas reporting submissions, we encountered uncertainty on how to report due to impacts from the implementation of the new regulation in the reporting portal as well as technical challenges associated therewith. We raised these reporting concerns with the competent authorities and resources and are continuing to evaluate the potential impact of these new F-Gas reporting and quota consumption regulations on us.

In October 2021, the U.S. Environmental Protection Agency (“EPA”) released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS. The PFAS Strategic Roadmap sets timelines by which EPA plans to take specific actions through 2024, including establishing a national primary drinking water regulation ("NPDWR") for PFOA and perfluorooctanesulfonic acid (“PFOS”) and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions. As provided under its roadmap, EPA also released its National PFAS Testing Strategy, under which the agency will identify and select certain PFAS compounds for which it will require manufacturers to conduct testing pursuant to TSCA section 4. We have received various test orders and have formed consortia to jointly manage compliance with the test order requirements. WeAlthough expectno tonew receivetest orders have been issued since 2024, future test orders,orders howeverare possible, but the timing of the remaining TSCA orders is not determinable at this time.determinable. Additional costs could be incurred in connection with EPA's actions, which could be material. The draft Effluent Limitations Guidelines ("ELGs") for PFAS manufacturers as announced in the PFAS Strategic Roadmap were not proposed in the fourth quarter of 2024 and we continue to monitor and respond to information requestsactions related to potentialPFAS. In April 2025, EPA outlined actions that it will be taking to address PFAS across its program offices, including with respect to the implementation of the TSCA testing strategy and developing ELGs.

Also in October 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. On March 18, 2022, we filed a petition to EPA requesting to withdraw and correct its toxicity assessment for GenX compounds, and this petition was denied by EPA on June 14, 2022. The next day, on June 15, 2022, EPA released health advisories for four PFAS, including interim updated lifetime drinking water health advisories for PFOA and PFOS, and final health advisories for GenX compounds, including HFPO Dimer Acid and another PFAS compound (PFBS). On July 13, 2022, we filed a Petition for Review of the GenX compounds health advisory. In July 2024, the Third Circuit dismissed the Company’sour petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.

In March 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels (MCL’s) for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion – (“ppt”)) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds. The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO-DAHFPO Dimer Acid at 10ppt. In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO-DAHFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date. In June 2024, Chemours,we, as well as other organizations including the American Water Works Association and the American Chemistry Council, filed petitions for review of the final rule in the U.S. Court of Appeals for the D.C. Circuit. ThisIn appealMay is2025, nowEPA beingannounced heldthat init abeyance until April 2025intends to allowretain the MCLs for PFOS and PFOA, with rulemaking for additional time for compliance, and to rescind the other MCLs and hazard index. On September 11, 2025, EPA tomoved reviewfor partial vacatur of the underlyingregulation, rule.requesting Alsovacatur inof Aprilits 2024,determination to regulate three individual compounds, including HFPO-DA, and mixtures of those compounds and another through a “hazard index”. EPA issueddid anot finalseek rulevacatur designatingof the portions of the regulation governing PFOA and PFOSPFOS. asFurther hazardousbriefing substanceswas underordered CERCLA,by whichthe hascourt, alsoand beenis challengedto be completed in theMarch same appeals court. EPA has moved to hold this appeal also in abeyance to allow review of the underlying rule. Depending on the ultimate outcome of EPA’s actions, our estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on our results of operations, financial condition, and cash flows.2026.

As a result of the Auditaudit Committeecommittee Internalinternal Review that commencedreview in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities,entities and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows.

Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact our reputation and results of operations, financial conditioncondition, and cash flows.

Doing business on a global basis requires us to comply with the laws and regulations of the U.S. government and those of various international and sub-national jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions, and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”), and other anti-corruption laws of the various jurisdictions in which we operate. The FCPA, the Bribery Act, and other laws prohibit us and our officers, directors, employees, and agents acting on our behalf from corruptly offering, promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. Our global operations may expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, and exclusion from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive, and damaging to our reputation. Although we have implemented anti-corruption policiespolicies, procedures and procedures,training, there can be no guarantee that these policies, procedures, and training will effectively prevent violations by our employees or representatives in the future. In February 2025, the U.S. presidential administration issued an executive order pausing the U.S. Department of Justice’s enforcement of the FCPA for 180 days until the attorney general issues revised FCPA enforcement guidance. Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the U.S. presidential administration, we cannot be certain if or how the DOJ’s enforcement of the FCPA will change or its impact on our business. Additionally, we face a risk that our distributors and other business partners may violate the FCPA, the Bribery Act, or similar laws or regulations. Such violations could expose us to FCPA and Bribery Act liability, and/or our reputation may potentially be harmed by their violations and resulting sanctions and fines.

Our business and operating results have in the past, and may in the futurefuture, be adversely affected by global and regional economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates, and other challenges, such as tariffs on international trade, border adjustments for certain products, economic sanctions or embargoes, strikes or labor disruptions, and a changing financial regulatory environment that could affect the global economy. Such global and regional economic and political conditions may be further affected by physical risks that stem from a number of root causes, including natural disasters, climate change, and/or travel-based restrictions that may be driven by geo-political activities, military actions, terrorism, and the spread of pandemics, such as the COVID-19 pandemic.pandemics. In addition, social and political concerns and divisions in the U.S. and throughout the world, including electionselections, government shutdowns and political changes in various countries, may further exacerbate economic and geo-political risks.

These global and regional economic and political conditions can also directly affect our global supply chain, including the financial condition of our customers and suppliers. Our customers may experience deterioration of their businesses, shortages in cash flows, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase products and may not be able to fulfill their obligations to us in a timely fashion. Further, suppliers could experience similar conditions, which could impact their ability to supply materials or otherwise fulfill their obligations to us. Because we have significant international operations, there are a large number of currency transactions that result from our international sales, purchases, investments, and borrowings. Future weakness in the global economy and failure to manage these risks could adversely affect our results of operations, financial condition, and cash flows in future periods.

If significant tariffs or other restrictions continue to be placed on foreign imports and related countermeasures are taken by impacted foreign countries, our results of operations, financial conditioncondition, and cash flows may be negatively affected. For example, onthe FebruaryUnited 1,States 2025,continues to maintain historically elevated global reciprocal tariffs, including duties applied to imports from India. Tariffs affecting imports from China remain relatively stable through the first half of the year following the U.S. imposeddecision ain 25%late 2025 to extend the suspension of certain heightened duties until late 2026. Some U.S. trading partners, including the European Union, have indicated that they could implement significant retaliatory tariff on imports from Canada and Mexico,other whichmeasures werein subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. Historically, tariffs have ledresponse to increased trade and politicalgeopolitical tensions.tensions Inwith responsethe United States. The U.S. Supreme Court is reviewing the legality of certain heightened tariffs imposed by the Trump administration, but even if the Court constrains the President’s use of the authorities underlying these tariffs, Trump administration officials have stated that the United States would utilize other authorities to tariffs,sustain foreign countries have implemented retaliatoryheightened tariffs onin U.S.some goods.form. Political tensions as a result of these and other trade policiesmeasures could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a materialan adverse effect on global economic conditions and the stability of global financial markets. IfWhile we actively monitor changes and adjust our operations accordingly, if further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and our results of operations could be negatively affected.

Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant negative impact on our earnings.operating results

Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which may be subject to worldwide supply and demand factors, global trade regulations and tariffs, GHG emissions-based regulations, and other factors beyond our control. In addition, supply chain constraints, concentration of suppliers, and logistical delays may exacerbate volatility in raw material costs and availability, limiting availability of energy or raw materials on favorable terms. Variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect our operating results from period to period. Additionally, to the extent climate change regulations and restrictions are not stringently imposed in the countries in which our competitors operate, our competitors could gain cost or other competitive advantages. Consolidation in the industries providing our raw materials may also have an impact on the cost and availability of such materials. To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials, and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems.

We may be required to record a significant non-cash charge in our financial statements during the period in which any impairment of our long-lived assets, including goodwill, or other assets is determined, negatively impacting our results of operations. We have a significant amount of long-lived assets on our consolidated balance sheets. Under U.S. GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment on October 1 of each year, or more frequently if required. Factors that may be considered a change in circumstances, indicating that the carrying value of our long-lived assets and goodwill may not be recoverable, include, but are not limited to, changes in the industrial, economic, political, social, and physical landscapes in which we operate, a decline in our stock price and market capitalization, reduced future cash flow estimates, changes in discount rate, as well as competition or other factors leading to a reduction in expected long-term sales or profitability. SubsequentWe to December 31, 2023, after the announcement of the Audit Committee Internal Review, wehistorically experienced significant fluctuations in our stock price.price, Aand any sustained decline in our stock price in the future could indicate the carrying value of our goodwill may not be recoverable.

Our operational and financial condition may be negatively impacted by the widespread outbreak of any illnesses or communicable diseases, as well as any associated public health crises that may ensue, such as the COVID-19 pandemic.ensue. To minimize transmission, social and economic restrictions have been or may be imposed in the U.S. and abroad, including travel bans, quarantines, restrictions on public gatherings, shelter-in-place orders, and/or safer-at-home orders. These restrictions, while necessary and important for public health, can have negative implications for our business and the U.S. and global economies.

Our ability to make future strategic decisions regarding our manufacturing operations are subject to regulatory, environmental, political, legal, and economic risks, and to a certain extent may be subject to consents or cooperation from EID under the agreements entered into between us and EID as part of the Separation. These could adversely affect our ability to execute our future strategic decisions and our results of operations, financial conditioncondition, and cash flows.

Our results of operations and financial condition could be seriously impacted by business disruptions, including environmental, weather, and natural disasters.disasters, as well as other events outside of our control.

We and certain of our customers and suppliers have experienced business and/or supply chain disruptions, plant downtime, power outages, and other disruptions, caused by,by events outside of our control, including, among other things, environmental and natural disaster incidents. The nature of our business dictates that we maintain significant concentrations of physical assets, many of which are large users of water, in geographic locations whichthat may be vulnerable to the impacts of climate change, including weather or geological events or natural disasters, such as, but not limited to, hurricanes, earthquakes, flood, prolonged droughts or wild fires (whether as a result of climate change or otherwise), significant changes in storm patterns and intensities, water shortages, increasing atmospheric and water temperatures, and rising sea levels. Water scarcity in particular may restrict our ability to operate certain facilities or require us to incur additional capital, operational, or sourcing costs. Such events could also seriously harm our operations, as well as the operations of our customers and suppliers, and accordingly, we continue to study the long-term implications of changing climate parameters on plant siting, operational issues, and water availability. For example, in June 2024, we had to temporarily pause production at our Altamira TiO2 manufacturing facility in Mexico for approximately three weeks due to severe drought conditions. We may experience similar type disruptions in the future, which could have a material negative impact on our business, results of operations, financial condition, and cash flows in the future.

Our net sales decreasedincreased by $296$26 million (or 5%0%) to $5.8 billion for the year ended December 31, 2024,2025, compared with net sales of $6.1$5.8 billion for the same period in 2023.2024. The decreaseincrease in our net sales for the year ended December 31, 20242025 was primarily attributable to a $236 million increase in our Thermal & Specialized Solutions segment net sales, partially offset by a $143 million and $63 million decrease in price of 4%. Price declined across all of our reportableTitanium segments.Technologies Portfolioand changeAdvance drivenPerformance byMaterials the sale of our Glycolic Acid business in 2023 added a 1% headwind to oursegment net sales.sales, respectively.

Our cost of goods sold (“COGS”) decreasedincreased by $141$266 million (or 3%6%) to $4.6$4.9 billion for the year ended December 31, 2024,2025, compared with COGS of $4.8$4.6 billion for the same period in 2023.2024. The decreaseincrease in our COGS for the year ended December 31, 20242025 was primarily attributable to lower sales volume. For the year ended December 31, 2023, COGS included a $40 million charge relating to certainhigher raw materials and stores inventories written off related to the Kuan Yin, Taiwan plant shutdown.costs.

Our selling, general, and administrative (“SG&A”) expense decreasedincreased by $705$201 million (or 55%34%) to $585$799 million for the year ended December 31, 2024,2025, compared with SG&A expense of $1.3$598 billionmillion for the same period in 2023.2024. The decreaseincrease in our SG&A expense was primarily attributable to the litigation-related charges of $592$270 million recorded in the year ended December 31, 2023 related to our portion of the U.S. public water system settlement agreement, alongassociated with the benefitssettlement recordedagreement forwith insurancethe recoveriesState of $20New millionJersey during(as the year ended December 31, 2024. The decreasedescribed in our"Note SG&A22 expense- forCommitments theand yearContingent ended December 31, 2024 wasLiabilities) partially offset by $27an approximately $15 million decrease in consultant spending, a $15 million decrease in IT expenses, approximately $20 million of lower costs incurred related to the Auditaudit Committeecommittee internal review process,and alongapproximately with$15 million of lower third-party costs related to the Titanium Technologies Transformation Plan.

Our interest expense, net increased by $56$6 million (or 27%2%) to $264$269 million for the year ended December 31, 2024,2025, compared with interest expense, net of $208$263 million for the same period in 2023.2024. The increase in our interest expense, net for the year ended December 31, 20242025 was primarily attributable to higher interest rates on our variable rate debt,debt and higher debt principal following the issuance of new term loans in August 2023 and the 2033 Notes in November 2024.

For the year ended December 31, 2025, we recognized a net loss on extinguishment of debt of $5 million primarily in connection with the redemption of the senior secured U.S. Dollar Term Loan due October 2032. For the year ended December 31, 2024, we recognized a net loss on extinguishment of debt of $1 million in connection with the redemption of the euro-denominated 4.000% senior notes due May 2026.

Our other income, net decreasedincreased by $83$18 million (or 91%over 100%) to $8$26 million for the year ended December 31, 2024,2025, compared with other income, net of $91$8 million for the same period in 2023.2024. OurThe increase in our other income, net for the year ended December 31, 20232025 includeswas aprimarily netattributable pre-taxto the gain on sale of $106$7 million related to certain parcels of land at our manufacturing site in Kuan Yin, Taiwan (as further described in "Note 13 – Property, Plant and Equipment, Net"), proceeds from a settlement of a patent infringement matter relating to certain copolymer patents associated with theour saleAdvanced ofPerformance theMaterials Glycolicsegment, Acidroyalty business.income Thefrom decreasetechnology inlicensing ourand non-operating pension and other income,post-retirement netemployee wasbenefit partially offset by favorable changes in net exchange gains and losses.income.

We recognized a provision for income taxes of $41$109 million and a benefit from income taxes of $81$37 million for the years ended December 31, 20242025 and 2023,2024, respectively. Our provision for (benefit from) income taxes represented effective tax rates of 32%(39)% and 25%35% for the years ended December 31, 20242025 and 2023,2024, respectively.

The $41$109 million provision for income taxes for the year ended December 31, 20242025 was primarily attributable to our geographic mix of earnings, a $10$181 million income tax expense associatedto withrecord thea filingvaluation ofallowance theagainst USour Taxdeferred returntax asset for U.S. federal, foreign, and state partially offset by aan $7$81 million income tax benefit for the generation of U.S. research and development tax credits and by $9 million of income tax benefit related to theenvironmental 2024and Restructuringlitigation Program.reserves Therecorded impact ofduring the enactmentquarter. ofWe continue to record any changes and impacts related to the Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (“"Pillar Two”") is included in our provision for the year ended December 31, 2024; however, the impact iswas not material.

Our Thermal & Specialized Solutions segment’s net sales decreasedincreased by $21$236 million (or 1%13%) to $1.8$2.1 billion for the year ended December 31, 2024,2025, compared with segment net sales of $1.9$1.8 billion for the same period in 2023.2024. The decreaseincrease in segment net sales for the year ended December 31, 20242025 was primarily attributable to aan decreaseincrease in price of 3%,5% partiallyand offset by an8% increase in volume compared to the same period of 2%.the prior year. The decreaseincrease in price was primarily related to softer FreonTM Refrigerant portfolio pricing due to elevated hydrofluorocarbon ("HFC") market inventory levels, The decrease in price was primarily offset by stronger OpteonTM RefrigerantsRefrigerant portfolioaftermarket pricing.demand. The increase in volume was primarily attributable to higherstronger demand within thefor OpteonTM Refrigerants portfolio as a result of continued stationary and automotive end-market adoption, partially offset by declines in the FreonTM Refrigerant portfolioblends in connection with the stepstationary downsair conditioning transition to low global warming potential refrigerants under the U.S. AIM ActAct, andpartially EUoffset F-Gasby regulation.lower volumes for FreonTM Refrigerant products in connection with this regulatory transition. Currency was flat for the year ended December 31, 20242025 when compared to the prior year.

Segment Adjusted EBITDA decreasedincreased by $109$99 million (or 16%17%) to $576$670 million and Segment Adjusted EBITDA margin decreasedincreased by approximately 600100 basis points to 31%32% for the year ended December 31, 2024,2025, compared with Segment Adjusted EBITDA of $685$571 million and Segment Adjusted EBITDA margin of 37%31% for the same period in 2023.2024. The decreasesincreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the year ended December 31, 20242025 werewas primarily attributable to the aforementioned decreaseincrease in pricevolume relatedas toa theresult FreonTM Refrigerants portfolio, increased costs related to near-term quota allowances, lower fixed cost absorption, higher input costs associated with purchasing non-Corpus based low GWP refrigerant, and decreases in volumes within the FreonTM Refrigerants portfolio, partially offset byof higher demand within the OpteonTM RefrigerantsRefrigerant portfolio as amentioned resultabove, ofas continuedwell stationaryas andan automotiveincrease end-marketin adoption.price primarily related to stronger OpteonTM Refrigerant aftermarket demand, partially offset by the input costs headwinds.

Our Titanium Technologies segment’s net sales decreased by $108$143 million (or 4%6%) to $2.6$2.4 billion for the year ended December 31, 2024,2025, compared with segment net sales of $2.7$2.6 billion for the same period in 2023.2024. The decrease in segment net sales for the year ended December 31, 20242025 was primarily attributable to a 5%6% price decrease, as well as a 1% volume decrease. This was partially offset by favorable currency movements which added a 1% volume increase despite unplanned downtime at our Altamira, Mexico manufacturing site duetailwind to extremethe droughtsegment's innet sales for the region.year ended December 31, 2025 compared to the same period of the prior year.

Our Advanced Performance Materials segment’s net sales decreased by $136$63 million (or 9%5%) to $1.3 billion for the year ended December 31, 2024,2025, compared with segment net sales of $1.5$1.3 billion for the same period in 2023.2024. The decrease in segment net sales for the year ended December 31, 20242025 was primarily attributable to a decrease in price of 5%, a decrease in volumes of 3%8%, andpartially unfavorableoffset currencyby movementsan whichincrease addedin aprice 1%of headwind3%. The decrease in volume was primarily driven by operational impacts related to the segment'soutage netat sales.the VolumesWashington decreasedWorks primarilysite, duethe toexit weakerof demandthe SPS CapstoneTM product line as well as weakness in thecyclical end markets impacting Advanced Materials and products serving hydrogen marketmarkets andunder lowerPerformance volumes in more economically sensitive end markets.Solutions. The decreaseincrease in price was primarily duedriven toby softerstronger marketpricing dynamicsin andhigh-value applications as well as pricing opportunities associated with the exit of the SPS Capstone™ product mix.line.

Segment Adjusted EBITDA decreased by $112$52 million (or 41%33%) to $161$108 million and Segment Adjusted EBITDA margin decreased by approximately 700300 basis points to 9% for the year ended December 31, 2025, compared with Segment Adjusted EBITDA of $160 million and Segment Adjusted EBITDA margin of 12% for the year ended December 31, 2024, compared with Segment Adjusted EBITDA of $273 million and Segment Adjusted EBITDA margin of 19% for the year ended December 31, 2023.2024. The decreases in Segment Adjusted EBITDA and Segment Adjusted EBITDA margin for the year ended December 31, 20242025 were primarily attributable to the aforementionedoperational decreasesimpacts related to the outage at the Washington Works site. These disruptions were related to identified damages to critical pieces of equipment that led to an unscheduled full shutdown at our site, which resulted in pricean andapproximately currency,$20 alongmillion withimpact to the third quarter. Additionally, as a result of the lower volumes drivingdescribed in previous paragraphs above, the second half of 2025 was impacted by higher costs as a result of lower fixed cost absorption.absorption, partially offset by an increase in price.

Inventory write-offs for the year ended December 31, 20232025 represents write-off of certain raw materials and stores inventories from the KuanSPS Yin,CapstoneTM Taiwan plant closure,business, which was not allocated in the measurement of TitaniumAdvanced TechnologiesPerformance Materials segment profitability used by the CODM.

In 2024,2025, transaction costs includes $16 million of third-party costs related to the Titanium Technologies Transformation Plan, which was not allocated in the measurement of Titanium Technologies segment profitability used by the CODM. In 2023, transaction costs includes $7$4 million of costs associated with the Senior Secured Credit Facilities, which is discussed in further detail in "Note 20 – Debt",. In 2025 and $92024, transaction costs also includes $1 million and $16 million of third-party costscosts, respectively, related to the Titanium Technologies Transformation Plan.Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.

Environmental charges pertains to management’s assessment of estimated liabilities associated with certain non-recurring environmental remediation expenses at various sites. For the year ended December 31, 2024,2025, environmental charges primarily includes off-sitechanges in remediation costsreserves at Dordrechtthe Works.four sites covered by the New Jersey settlement agreement. Refer to “Note 22 – Commitments and Contingent Liabilities” for further details.

Our primary sources of liquidity are cash generated from operations and available cash. We also periodically utilize various financing facilities, including our receivables securitization facility, receivables factoring facility and supply chain financing arrangements with third-party financial institutions to provide working capital flexibility. Additionally, we have access to incremental liquidity, if needed, through borrowings under our debt financing arrangements, which includes borrowing capacity under our Revolving Credit Facility. We expect the liquidity from these sources will provide adequate funds to support the cash needs of our businesses through at least the end of February 2026.2027.

At December 31, 2024,2025, we had total unrestricted cash and cash equivalents of $713$670 million, of which $404$447 million is held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of December 31, 20242025 was $640$955 million, net of $56$45 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement. At December 31, 2024, our availability under the Revolving Credit Facility decreased compared to prior periods due to a decline in our trailing twelve-month EBITDA. At December 31, 2024,2025, we were in compliance with the applicable covenants under the Credit Agreement. Our revolving commitments are comprised of $780 million in revolving commitments that mature on May 2, 2030 and $220 million in revolving commitments that mature on October 7, 2026; in each case, subject to springing maturity provisions. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements. Our Revolving Credit Facility matures in October 2026.

Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On JuneAugust 3,22, 2024,2025, Moody's affirmed our Ba3 rating with stablea revised negative outlook. On April 17,16, 2024,2025, S&P Global affirmed outour BB- credit rating with negative outlook. Our debt ratings could constrain the capital available to us and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges, including an increase in interest expense as a result of higher interest rates on any new or refinanced borrowings.

In March 2024, ECHA published a registration update for trifluoroacetic acid (“TFA”). This update includes a self-classification, by TFA registrants, of a Category 2 Reproductive toxicant. BAuA, the German competent authority responsible for REACH and the CLP regulation in Germany, submitted a dossier to ECHA proposing to harmonize the hazard classification of TFA. In May 2025, ECHA launched a 60-day public consultation period on the CLH proposal for TFA which included updates to its hazard classification for reproductive toxicity, newly proposed as a category 1B, and introduced a PMT/vPvM (Persistent, Mobile and Toxic/very Persistent and very Mobile) classification. TheIn publicJune consultation2026, periodECHA’s concludedRAC completed its scientific review and nowadopted ECHA’san Riskopinion Assessmentrecommending Committeethat ("RAC")TFA be classified as Reproductive Toxicity Category 1B, and as a PMT/vPvM substance under the EU CLP regulation. The recommendation is reviewingunder the dossier submittedconsideration by the German authority and the public comments received. RAC will develop an opinion, which should be submitted to the European Commission through the course of 2026. The EU Commission will then review RAC’s opinion and determineis whethernot toyet proceedlegally with the decision to amend the CLP regulation.effective. If the Commission adopts the decision and amends Annex VI of the CLP Regulation, the changes become legally binding across the EU after a transition period. ItIn shouldJuly also be noted that there are other regulatory assessments underway from2026, the European Food and- DrugSafety AgencyAuthority ("EFSA")completed reviewingpublished TFAits whichupdated couldscientific impact timingassessment of TFA. The revised guidance lowered the CLH.acceptable daily intake from its previous guidance and established a new acute reference dose. The impacts of these various restrictionsrestrictions, and regulatory measures and guidance in the EU as noted above, individually and in the aggregate, could lead to material adverse effects on our results of operations, financial condition, and cash flows.

In March 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels (MCL’s) for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion – (“ppt”)) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds. The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO Dimer Acid at 10ppt. In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date. In June 2024, we, as well as other organizations including the American Water Works Association and the American Chemistry Council, filed petitions for review of the final rule in the U.S. Court of Appeals for the D.C. Circuit. In May 2025, EPA announced that it intends to retain the MCLs for PFOS and PFOA, with rulemaking for additional time for compliance, and to rescind the other MCLs and hazard index. On September 11, 2025, EPA moved for partial vacatur of the regulation, requesting vacatur of its determination to regulate three individual compounds, including HFPO-DA, and mixtures of those compounds and another through a “hazard index”. EPA did not seek vacatur of the portions of the regulation governing PFOA and PFOS. Further briefing was ordered by the court, and was completed in March 2026.2026, and a hearing is scheduled in September 2026 on the review petitions. EPA has commenced the rulemaking process to rescind the Index PFAS portions of the 2024 MCLs regulation.

The chemicals sector has been and continues to be impacted by changes in U.S. and foreign trade policies, particularly the introduction and adjustment of tariffs by the United States as well as foreign retaliatory tariffs. We actively monitor changes and adjust our operations accordingly to enhance supply chain flexibility, including taking certain pricing actions and evaluating opportunities to source products not directly impacted by existing or potential tariffs. In February 2026,After the U.S. Supreme Court ruled in February 2026 that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President of the United States (the “President”) to impose tariffs. The Court of International Trade has orderedtariffs, U.S. Customs and Border Protection toestablished begin thea process ofto returningreturn paid IEEPA tariffs to importers. ImportersThe Company began receiving IEEPA refunds during the second quarter of record2026. canIn seekJuly refunds for paid IEEPA tariffs, though2026, the processPresident isimposed expectedadditional totariffs involveunder complex,Section phased,301 orof potentiallythe prolongedTrade procedures,Act of 1974 and additionalSection legal338 challenges.of Subsequentthe Tariff Act of 1930, which apply to the datevast majority of theseU.S. financialimports. statements,The inPresident Aprilalso 2026,has imposed additional tariffs on certain products under Section 232 of the CompanyTrade filedExpansion its IEEPA refund request. The Company has not received any IEEPA refunds to date. The receipt and timingAct of any IEEPA tariff refund is unknown.1962. The long-term impact of tariffs, including potential changes to existing tariffs or the imposition of further retaliatory trade measures, as well as possible tariff refunds, on our business, financial condition and results of operations remains uncertain.

The following table sets forth our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three and six months ended MarchJune 31,30, 2026.

Our net sales were relatively flat at $1.4$1.6 billion for the three months ended MarchJune 31,30, 2026 and 20252025, as a decrease in volume of 4% was offset by an increase in price of 2% and favorable currency movements of 3%.1%. The decrease in volume was attributedprimarily todriven ourby lower volumes in Thermal & Specialized Solutions ("TSS") and Advanced Performance Materials segment,("APM") segments, while the increase in price was attributedattributable to our ThermalTSS &and SpecializedTitanium SolutionsTechnologies segment.("TT") segments.

Our cost of goods sold (“COGS”) increasedwas byrelatively $37flat millionat (or$1.3 3%)billion toand $1.2$2.5 billion for the three and six months ended MarchJune 31,30, 2026, respectively, compared with COGS of $1.1$1.3 billion and $2.5 billion for the same periodperiods in 2025. The increase in our COGS for the three months ended March 31, 2026 was primarily attributable to higher raw materials costs.

Our selling, general, and administrative (“SG&A”) expense increased by $24$45 million (or 20%11%) and $69 million (or 13%) to $147$469 million and $616 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with SG&A expense of $123$424 million and $547 million for the same periodperiods in 2025. The increase in our SG&A expense for the three months ended MarchJune 31,30, 2026 was primarily attributable to higheran increase of approximately $120 million related to adjustments to environmental reserves, as well as a decrease of approximately $10 million in the MOU benefit related to litigation costs. This was partially offset by lower corporate litigation related charges and legacy legal fees in the period of approximately $15$90 million,million. asThe wellincrease asin our SG&A expense for the six months ended June 30, 2026 was primarily attributable to an increase of approximately $120 million related to adjustments to environmental reserves, and a decrease of approximately $8$20 million in the MOU benefit related to litigation costs. This was partially offset by lower corporate litigation related charges and legacy legal fees in the period of approximately $60 million.

Our research and development (“R&D”) expense was relativelylargely flatunchanged at $26$27 million and $53 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared with R&D expense of $27$28 million and $55 million for the same periodperiods in 2025.

Our restructuring, asset-related, and other charges decreased by $20$15 million (or 61%83%) and $35 million (or 69%) to $13$3 million and $16 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with restructuring, asset-related, and other charges of $33$18 million and $51 million for the same periodperiods in 2025. Our restructuring, asset-related, and other charges for the three and six months ended MarchJune 31,30, 2026 were attributable to $9$2 million of employee separation charges related to the 2026 Restructuring Program and $4$6 millionmillion, of charges related to our decision to exit our SPS CapstoneTM business. Our restructuring, asset-related, and other charges for the three months ended March 31, 2025 were primarily attributable to $27 millionrespectively, of charges related to our decision to exit our SPS CapstoneTM business, $5along with $1 million and $1 million, respectively, of decommissioning and other charges related to the Titanium Technologies Transformation PlanProgram. Additionally, for the six months ended June 30, 2026, our restructuring, asset-related, and other charges were attributable to employee separation charges of $9 million related to the 2026 Restructuring Program. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2025 were primarily attributable to $17 million and $45 million, respectively, of charges related to our decision to exit our SPS CapstoneTM business, along with $1 million and $5 million, respectively, of decommissioning and other charges related to the 2024Titanium RestructuringTechnologies Transformation Program.

Our equity in earnings of affiliates was flat at $8$9 million and $17 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with equity in earnings of affiliates of $8$9 million and $17 million for the same periodperiods in 2025.

Our interest expense, net increased by $3$1 million (or 5%1%) and $4 million (or 3%) to $69$68 million and $137 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with interest expense, net of $66$67 million and $133 million for the same periodperiods in 2025. The increase in our interest expense, net was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following the amendment to the Amended and Restated Credit Agreement related to the 2032 U.S. Dollar Term Loan in October 2025 and higher interest rates on the issuance of the 2034 Notes in March 2026.

For the three and six months ended MarchJune 31,30, 2026, we recognized a net loss on extinguishment of debt,debt whichof reflects$2 million and $11 million, respectively, related to the partial early redemption of the senior secured Euro term loan due August 2028, along with costs associated with early redemption of the senior unsecured notes due May 2027 and partial early redemption of the senior unsecured notes due November 2028, during the first quarter of 2026.respectively. See "Note 15 - Debt" to the Interim Consolidated Financial Statements for further details.

Our other income, net increased by $17$271 million (or 340%over 100%) and $290 million (or over 100%) to $22$273 million and $296 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with other income, net of $5$2 million and $6 million for the same periodperiods in 2025. The increase in our other income, net was primarily attributable to the gain on sale of nine parcels of land sold in Kuan Yin, Taiwan in the second quarter of 2026. See "Note 10 - Property, Plant, and Equipment, Net" related to the licensing of certain intellectual property and sale of related assets associated with Zelan™ repellents, which is part ofto the AdvancedInterim PerformanceConsolidated MaterialsFinancial business.Statements for further details.

We recognized a provision for income taxes of $7$273 million and $5$131 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

A reconciliation of Segment Adjusted EBITDA to the Company'sour consolidated income (loss) before income taxes for the three and six months ended MarchJune 31,30, 2026 and 2025 is included in “Note 23 – Segment Information” to the Interim Consolidated Financial Statements.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the three and six months ended MarchJune 31,30, 2026, compared with the same period in 2025.2026.

Our Thermal & Specialized Solutions segment’s net sales increaseddecreased by $102$6 million (or 22%1%) to $568$591 million for the three months ended MarchJune 31,30, 2026, compared with segment net sales of $466$597 million for the same period in 2025. The increasedecrease in segment net sales for the three months ended MarchJune 31,30, 2026 was primarily attributable to ana 4% decrease in volume, partially offset by a 2% increase in prices of 11%, volumes of 9%,price and favorable currency movements adding a 2%1% tailwind to the segment’s net salessales. asThe compared to the same perioddecrease in the prior year. The increase in volumevolumes was primarily attributable to strongerlower demandstationary forAC aftermarket refrigerant sales of TSS Opteon™ Refrigerantsblends asin wellNorth asAmerica, compared with elevated demand in the second quarter of 2025 driven by the stationary technology transition under the U.S. AIM Act, partially offset by higher volumes for Freon™ Refrigerantprices, products. The increaseprimarily in pricethe wasautomotive primarily related to stronger prices across our refrigerant portfolio.segment.

For the three months ended MarchJune 31,30, 2026, segment Adjusted EBITDA increased by $49$6 million (or 35%3%) to $190$213 million and Adjusted EBITDA margin increased by approximately 300100 basis points to 33%,36%, compared with segment Adjusted EBITDA of $141$207 million and Adjusted EBITDA margin of 30%35% for the same period in 2025. The increase in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended MarchJune 31,30, 2026 was primarily attributable to the aforementioned increase in price and volumes primarily related to stronger demand across our refrigerant portfolio,prices, as well as favorable currency movements, partially offset by the input cost headwinds.timing favorability.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the three and six months ended MarchJune 31,30, 2026, compared with the same period in 2025.2026.

Our Titanium Technologies segment’s net sales decreasedincreased by $38$4 million (or 6%1%) to $559$661 million for the three months ended MarchJune 31,30, 2026 compared with segment net sales of $597$657 million for the same period in 2025. The decreaseincrease in segment net sales for the three months ended MarchJune 31,30, 2026 was primarily attributable to aan decrease in volumes of 7% and a decreaseincrease in price of 2%,2% partially offset byand favorable currency movements adding a 3%1% tailwind to the segment’s net salessales, partially offset by a decrease in volumes of 2% as compared to the same period in the prior year. Volume decreases were primarily driven by lower TiO2 sales across key end markets, with the exception of Asia, excluding China and Latin America.

For the three months ended MarchJune 31,30, 2026 segment Adjusted EBITDA decreasedwas byrelatively $32flat millionat (or 64%) to $18$48 million and Adjusted EBITDA margin decreasedstayed byflat approximatelyat 500 basis points to 3%,7%, compared with segment Adjusted EBITDA of $50$47 million and Adjusted EBITDA margin of 8%7% for the same period in 2025. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2026 were primarily attributable to the aforementioned decrease in price, lower costs absorption as a result of lower volumes, unfavorable production mix and higher input costs, partially offset by favorable currency movements.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the three and six months ended MarchJune 31,30, 2026, compared with the same period in 2025.2026.

Our Advanced Performance Materials segment’s net sales decreased by $51$20 million (or 17%6%) to $243$326 million for the three months ended MarchJune 31,30, 2026, compared with segment net sales of $294$346 million for the same period in 2025. The decrease in segment net sales for the three months ended MarchJune 31,30, 2026 was primarily attributable to a 19% decrease in volumevolumes andof a 1% decrease in price,9%, partially offset by an increase in price of 2% and favorable currency movements adding a 3%1% tailwind to the segment’s net sales inas compared to the same period ofin the prior year. Volumes decreased primarily due to operationallower impactssales relatedassociated to the outage at the Washington Works site, the exit ofwith the SPS CapstoneTM product line closure that was completed in the third quarter of 2025, partially offset by beginning signs of recovery in semiconductors and aerospace, as well as weaknessgrowth in cyclicalelectric end markets impacting Advanced Materialsvehicles and productsdata serving hydrogen markets under Performance Solutions.centers.

For the three months ended MarchJune 31,30, 2026, segment Adjusted EBITDA decreased by $27$24 million (or 84%48%) to $5$26 million and Adjusted EBITDA margin decreased by approximately 900600 basis points to 2%,8%, compared with segment Adjusted EBITDA of $32$50 million and Adjusted EBITDA margin of 11%14% for the same period in 2025. The decrease in Segmentsegment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended MarchJune 31,30, 2026 was primarily attributable to lower volumes,volumes asdue ato resultthe exit of the SPS CapstoneTM product line and operational impacts related to the previously disclosed and resolved outage at the Washington Works site, as well as contractual sales timing, partially offset by favorable currency movements.site.

In addition to our reportable segments, Chemourswe assignsassign certain costs to “Corporate expenses”, which is presented separately in the segment reconciliation table below and in “Note 23 – Segment Information” to the Interim Consolidated Financial Statements. Corporate expenses include certain legacy-related legal and environmental expenses, stock-based compensation expenses and other corporate costs, but excludes segment unallocated items (described below).

Corporate and Other costs decreased by $10$4 million (or 18%9%) and $13 million (or 13%) to $47$42 million and $90 million for the three and six months ended MarchJune 31,30, 2026, compared with Corporate and Other costs of $57$46 million and $103 million for the same periodperiods in 2025. The decrease in Corporate and Other costs for the three and six months ended MarchJune 31,30, 2026 was primarily attributable to lower legacy legal costs (net of applicable MOU benefit)environmental and lower environmentalPFOA reserve adjustments in the firstsecond quarter of 2026, lower legacy legal costs, decreased proxy costs and a decrease in other corporate expenses due to prior year adjustments, partially offset by a decrease in the MOU benefit and an increase in executive office spend and an increase in costs related to our long term incentive plan.spend.

The following table sets forth our corporate and unallocated items for the three and six months ended MarchJune 31,30, 2026 and 2025.

Qualified spend recovery represents costs and expenses that were previously excluded from the determination of segment Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of ourthe Company's cost-sharing agreement under the terms of the MOU. Terms of the MOU are discussed in further detail in "Note 17 – Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements..

Our primary sources of liquidity are cash generated from operations and available cash. We also periodically utilize various financing facilities, including our receivables securitization facility, receivable factoring facilities and supply chain financing arrangements with third-party financial institutions to provide working capital flexibility. Additionally, we have access to incremental liquidity, if needed, through borrowings under our debt financing arrangements, which includes borrowing capacity under our Revolving Credit Facility. We expect the liquidity from these sources will provide adequate funds to support the cash needs of our businesses through at least the end of MayAugust 2027.

At MarchJune 31,30, 2026, we had total unrestricted cash and cash equivalents of $563$671 million, of which $357$516 million was held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of MarchJune 31,30, 2026 was $953 million, net of $47 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement. At MarchJune 31,30, 2026, we were in compliance with the applicable covenants under the Credit Agreement. Our revolving commitments are comprised of $780 million in revolving commitments that mature on May 2, 2030 and $220 million in revolving commitments that mature on October 7, 2026; in each case, subject to springing maturity provisions. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On AugustJuly 22,17, 2025,2026, Moody'sMoody’s affirmeddowngraded our Ba3rating ratingto B1 from Ba3. This action is in line with a revisedthe negative outlook.outlook that Moody’s put on the global chemicals sector in March 2026. Our outlook has been changed from negative to stable, reflecting expectations for continued earnings improvement and free cash flow generation, along with net proceeds from asset sales to be applied toward debt reduction. On April 16, 2025, S&P Global affirmed our BB- credit rating with negative outlook. Our debt ratings could constrain the capital available to us and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges, including an increase in interest expense as a result of higher interest rates on any new or refinanced borrowings.

While we have historically generated operating cash flows through various past industry and economic cycles, we do have a historical pattern of seasonality with a working capital use of cash in the first half of the year, primarily driven by seasonal accounts receivable timing and, to a lesser extent, inventory builds, and a working capital source of cash in the second half of the year, as we sell product from inventory and collect receivables from customers. We currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least MayAugust 2027.

Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity. We also participate in certain customers’ supply chain financing and other early pay programs as a routine source of working capital. During the three months ended MarchJune 31,30, 2026 and 2025, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $66$89 million and $93$133 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. For the six months ended June 30, 2026 and 2025, we accelerated the collection of approximately $156 million and $226 million, respectively, of our accounts receivable, incurring an immaterial discount amount of both periods. See “Note 8 – Accounts and Notes Receivable, Net” to the Interim Consolidated Financial Statements for further details regarding our supplier financing programs.