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

Risks Related to Our Ability to Continue as a Going Concern

We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. Doubts regarding our ability to continue as a going concern could materially adversely affect our business, results of operations and financial condition, and share price.

We have identified certain conditions or events, which, considered in the aggregate, could raise substantial doubt about our ability to continue as a going concern, including our continued compliance with certain financial covenants contained in our debt agreements and the current maturities of our existing debt facilities, our continued liquidity and anticipated capital requirements, including service of our debt, the significant uncertainty created by the current macroeconomic and geopolitical operating environment, including global trade conflicts and the imposition of tariffs, inflation, geopolitical tensions or conflicts (such as the Russia-Ukraine war and military conflict in Iran), and weak demand in many of our end markets.

Based on our substantial debt balance, the uncertainty surrounding compliance with our debt covenants, our ability to obtain waivers or amendments, or our ability to restructure our indebtedness, including through an in-court or out-of-court process, we have determined that there is substantial doubt regarding our ability to continue as a going concern for a period of twelve months from the issuance of the accompanying audited consolidated financial statements.

Doubts regarding our ability to continue as a going concern could result in the loss of confidence by customers, vendors, suppliers, employees and others, which in turn could materially adversely affect our business, results of operations and financial condition. Concerns about our financial condition could adversely impact the payment terms we can obtain from some of our vendors and suppliers. As a result of such actions, our suppliers may stop extending us trade credit, demand cash in advance payments, refuse to ship materials to us and otherwise threaten to terminate their relationship with us, among other remedies.

Furthermore, we depend on our ability to retain our key employees at all levels of our business and on our ability to attract new qualified personnel. If we are unable to retain our key employees and we do not succeed in attracting new qualified personnel as a result of the uncertainty regarding our ability to continue as a going concern, our business and results of operations could suffer.

Doubts regarding our ability to continue as a going concern may also adversely impact our customers’ perceptions of our business and our continued viability, which in turn could further negatively impact our revenues. Further declines in our revenues as a result of these perceptions or otherwise may have a material adverse impact on our cash flows, results of operations and financial condition, which may require us to curtail or cease operations.

We caution that trading in our ordinary shares may be highly speculative and pose a substantial risk of loss. Trading prices for our ordinary shares may bear little or no relationship to their actual value.

See “Potential Restructuring of Our Indebtedness” in Note 1, “Going Concern” in Note 2, and “Compliance with Debt Covenants” in Note 16 to our consolidated financial statements and Item 7—Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity, for additional information.

Unexpected payment obligations or unanticipated liabilities may create liquidity challenges and further challenge our ability to continue as a going concern.

Unexpected payment obligations or unanticipated liabilities, including, without limitation, matters arising from ongoing litigation or arbitration, governmental investigations, regulatory enforcement actions, fines or penalties, adverse tax assessments, contractual indemnities, product liability or warranty claims, intellectual property disputes, environmental remediation obligations, data privacy or cybersecurity incidents, employment-related claims, and other contingent or off-balance sheet obligations, may result in adverse outcomes, monetary awards, settlements, fines, penalties, remediation costs, or other charges against the Company, representing a condition that may raise substantial doubt about our ability to continue as a going concern, and we may not have sufficient liquidity or capital resources to meet our current or future obligations as a result. If we become subject to future unanticipated large liability claims, obligations, or losses, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis, which may adversely affect our reputation, share price, liquidity, results of operations, cash flows, and overall financial condition.

We may be unsuccessful in discussions with our financial stakeholders, including for the potential restructuring of our indebtedness or may be unable to obtain necessary waivers or amendments.

Due to the uncertainty concerning our ability to service our substantial indebtedness and meet the related financial covenant requirements, we are engaged in ongoing discussions with our financial stakeholders to review potential alternatives regarding our capital structure, including refinancings, exchange offers, consent solicitations, the issuance of new indebtedness, amendments to the terms of our existing indebtedness and/or other transactions. We have also engaged outside advisors with respect to these alternatives and have recently appointed two new board members with significant experience in debt restructuring and strategic transactions.

Among these alternatives is a restructuring that would, on a consensual basis, seek to modify the terms of substantially all of our outstanding indebtedness, including through an in-court or out-of-court restructuring process. We may offer to exchange the indebtedness under our 2028 Refinance Term Loans, 2028 Term Loan B, or 2029 Refinance Senior Notes for new debt and/or equity securities. In conjunction with any such transactions, we may seek consents to amend the documents governing our indebtedness to amend or eliminate certain covenants or collateral provisions. Because the terms of any such transactions will be subject to negotiations with the holders of our indebtedness, they may differ materially from those described above and are, to a large extent, outside of our control. There can be no assurance that we will decide to pursue, or be able to complete any such transactions, and there can be no assurance that any such measures will be successful.

In February 2026 we entered into an amendment to the credit agreement governing our 2028 Term Loan B (the “Senior Credit Facility”), which extended the grace period for payment of interest due before March 1, 2026 until March 19, 2026, and elected to utilize the contractually-available grace periods for payment of interest on both the 2028 Term Loan B and our 2029 Refinance Senior Notes. These grace periods will both expire on March 19, 2026. A failure to make the interest payment owed under either the Senior Credit Facility or the 2029 Refinance Senior Notes indenture (the “2L Note Indenture”) at the end of the contractually-available grace period would result in an event of default under such facilities and a cross-default under the other facility, and also result in a cross-default under our 2028 Refinance Credit Facility, our Opco Super-Priority Revolver, and our accounts receivable securitization facility.

We expect to seek amendments to our Senior Credit Facility, our 2028 Refinance Credit Facility, our OpCo Super-Priority Revolver and our accounts receivable securitization facility to waive certain acceleration and collateral enforcement rights under such facilities following certain events of default or cross-defaults. and to remove certain covenants and other provisions. There can be no assurance that any such additional waivers or amendments would be available on acceptable terms or at all.

If we seek but are unable to obtain necessary consents, waivers or amendments from our lenders, and a default or cross-default occurs under our indebtedness and our debt is accelerated, there can be no assurance that we would be able to obtain replacement financing arrangements or successfully restructure our indebtedness. Our failure to complete any of these potential alternatives, including obtaining waivers or amendments to prevent the acceleration of our indebtedness, to prevent the exercise of remedies against the collateral securing such indebtedness, such as the possession and disposal of pledged assets, or our failure to restructure our indebtedness through an in-court or out-of-court process, could have a material adverse impact on our liquidity and financial condition.

We currently maintain credit ratings near the lower end of the rating scale, which limits our financial flexibility and affects the cost and availability of our capital. Operating at these rating levels may reduce the number of lenders and counterparties willing to provide credit on acceptable terms and require us to provide cash-in-advance payments to raw material suppliers and other vendors. Any downgrade from our current ratings, any further deterioration in our credit profile, doubts about our ability to meet our payment obligations or covenants under our indebtedness, or doubts about our ability continue as a going concern, could increase our borrowing costs, reduce our credit capacity, restrict our access to commercial credit markets, or trigger additional collateral, covenant, or liquidity requirements under certain agreements. These developments could adversely affect our liquidity, financial condition, and results of operations.

Risks Related to Delisting of our Ordinary Shares

We have received notice of delisting procedures from the New York Stock Exchange (“NYSE”) and trading in our shares has been suspended, and trading may continue to be restricted with no trading market readily available.

On March 2, 2026, we received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that they determined to commence proceedings to delist the Company’s ordinary shares and will file a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE upon completion of applicable procedures. The delisting will be effective 10 days after the filing of the Form 25. As stated in the Notice, the NYSE reached its decision to delist the Company’s securities pursuant to Section 802.01B of the NYSE Listed Company Manual because the Company had fallen below the NYSE continued listing standard requiring listed companies to maintain an average market capitalization over a 30-trading day period of at least $15.0 million.

Upon suspension of trading and delisting of the Company’s ordinary shares from the NYSE, transfers of ordinary shares will be subject to Irish stamp duty at a rate of 1% of the higher of the purchase price or the market value of the shares, unless an exemption or relief is available to the purchaser. The Company’s clearing and settlement agent, Depository Trust Company, has notified the Company that as a result of the application of Irish stamp duty it will cease clearing or settling trades in our ordinary shares. Our shareholders may not be able to continue to trade in our ordinary shares without transferring their shares to another clearing and settlement agent, or into a registered position directly with the Company’s transfer agent. The Company can provide no assurance that its ordinary shares will continue trading on any market, without transfer of shares to another settlement agent or direct registration with its transfer agent. However, the Company can provide no assurance that its ordinary shares will trade or be quoted on the OTC Pink Limited Market or any other market, or, if such trading or quotation does commence, that such trading will continue, whether broker-dealers will continue to provide public quotes of its ordinary shares on this market, or whether the trading volume of its ordinary shares will be sufficient to provide for an efficient trading market for existing and potential holders of its ordinary shares. Shareholders are advised to consult with their own tax and legal counsel regarding the potential issues related to trading the ordinary shares following the suspension of trading and delisting from the NYSE. Shareholders are advised to consult with their brokers to inquire about the process to register their ordinary shares into a direct position in their name with the Company’s transfer agent, Computershare Trust Company, N.A., if they wish to sell their shares in the Company Delisting also could limit our strategic or financial alternatives and have other negative results, including the potential loss of employee confidence or the loss of institutional investors. Similarly, customers, vendors, landlords, banks or other third parties may be less willing to transact business with us if they believe our future is uncertain, any of which could adversely impact our business, financial performance, financial position or future prospects.

The terms of our debt contain significant restrictions on the incurrence of additional indebtedness and pledge of existing or future assets. These restrictions are subject to certain qualifications and exceptions which could allow us to incur additional indebtedness. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.

We are required to meet a minimum liquidity test under our 2028 Refinance Credit Agreement, our OpCo Super-Priority Revolver and our accounts receivable securitization facility. The OpCo Super-Priority Revolver also contains a revised springing covenant and an anti-cash hoarding covenant. The ability of our subsidiaries to comply with the covenants, financial ratios and tests contained in the Credit Agreement, the 2028 Refinance Credit Agreement, the OpCo Super-Priority Revolver and the Indenture, to pay interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations in an amount sufficient to enable us to service our indebtedness, or that sufficient borrowings will be available under our Senior Credit Facility, OpCo Super-Priority Revolver, 2028 Refinance Credit Facility or our accounts receivable securitization facility to fund future liquidity needs. Furthermore, if we need additional capital for general corporate purposes or to execute on an expansion strategy, there can be no assurance that this capital will be available on satisfactory terms or at all.

A failure to service or repay amounts owed under the Senior Credit Facility, 2028 Refinance Credit Facility, OpCo Super-Priority Revolver or 2L Note Indenture when due, or at the end of any applicable grace period, would result in a default. In addition, a breach of any of the covenants in the Credit Agreement, 2028 Refinance Credit Agreement, OpCo Super-Priority Revolver, Indenture or accounts receivable securitization facility, or our inability to comply with the required financial ratios, tests or limits could result in a default. A default under one of our subsidiaries’ debt agreements may trigger a cross-default under some or all of our other debt agreements. If a default occurs, lenders may refuse to lend us additional funds or terminate existing commitments, lenders or noteholders could declare all of the debt and any accrued interest and fees immediately due and payable and demand immediate repayment, or certain lenders could exercise remedies against the collateral securing their debt agreements, including but not limited to rights to take possession and dispose of certain of our assets. For more information regarding our indebtedness, please see Item 7—Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity.

Global conflicts and geopolitical instability may adversely affect our regional and global shipping networks, increase transportation and logistics costs, and delay shipments of our products or the raw materials on which we rely. The recent escalation of military conflict involving Iran, including retaliatory strikes across the Middle East and disruptions to commercial shipping lanes, has further strained transit routes through the Red Sea and surrounding regions. These conditions have contributed to longer transit times, elevated freight and insurance costs, and increased uncertainty for vessel availability. A broader or prolonged regional conflict could amplify these impacts, potentially disrupting key supply chains, increasing our operating costs, and materially and adversely affecting our results of operations.

We rely on capital projects, including plant improvements, maintenance activities, turnaround projects, and growth initiatives, to maintain the reliability of our operations and support our long-term strategy. Our recent actions to close certain underperforming or uncompetitive plants and product lines and exit from underperforming assets have reduced overall capital expenditure requirements. Further, we have proactively reduced capital expenditures in response to our financial performance, capital allocation priorities, and elevated borrowing costs. Operating with this reduced capital spending may increase the risk of equipment failures, unplanned outages, or delays in implementing operational improvements, any of which could adversely affect our production capabilities, costs, and financial results.

Capital projects and other investments often require long lead times, and market conditions may change materially between the approval of a project and its completion, negatively affecting expected returns. Decisions to defer, scale back, or cancel projects due to liquidity constraints, credit-rating considerations, or other financial pressures may limit our ability to maintain or enhance our manufacturing capabilities, pursue strategic initiatives, or respond to market opportunities.

In addition, delays or cost increases related to engineering, procurement, and construction activities, or to the development of new technologies, could materially adversely affect our ability to achieve forecasted operating results. Project delays or budget overruns may arise from factors beyond our control, including:

If we are unable to execute capital projects within expected budgets or timelines, or if market conditions deteriorate during the project period, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.

For the year ended December 31, 2025, we had net loss of $545.6 million, including $140.3 million of restructuring and other charges, and Adjusted EBITDA of $162.5 million. Adjusted EBITDA decreased compared to 2024 primarily due to lower volumes across all business segments and margin compression in Polymer Solutions and Latex Binders as a result of competitive price pressure particularly in Europe and Asia.

The Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2025, the Company had liquidity of $334.2 million and an accumulated deficit of $1,339.3 million and used cash in operations of $102.4 million during the year ended December 31, 2025. The Company expects continued operating losses and significant cash outflows from operating activities in the near term. Current macroeconomic and geopolitical conditions, including inflation, conflicts (such as the Russia-Ukraine war and military conflict in Iran), have created, and continue to create, significant uncertainty in operations, and weaker demand in many of our end markets, which have had, and are expected to continue to have, a material adverse effect on the Company's financial performance and liquidity forecasts.

The Company’s debt agreements include financial covenants, including a minimum liquidity requirement of $100.0 million under the 2028 Refinance Credit Agreement and additional liquidity‑related covenants under the OpCo Super‑Priority Revolver. Although the Company was in compliance with these covenants as of December 31, 2025, based on current forecasts, available borrowing capacity, and expected operating conditions, the Company believes it is unlikely to remain in compliance with these covenants for at least the twelve months following issuance of these financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable absent obtaining waivers from its lenders or negotiating amendments to avoid acceleration of its indebtedness. There can be no assurance that any such waivers or amendments would be available on acceptable terms or at all.

In February 2026 we entered into an amendment to the credit agreement governing our 2028 Term Loan B (the “Senior Credit Facility”), which extended the grace period for payment of interest due before March 1, 2026 until March 19, 2026, and elected to utilize the contractually-available grace periods for payment of interest on both the 2028 Term Loan B and our 2029 Refinance Senior Notes. These grace periods will both expire on March 19, 2026. A failure to make interest payments owed under the Senior Credit Facility or the 2029 Refinance Senior Notes indenture (the “2L Note Indenture”) at the end of the contractually-available grace periods would result in an event of default under these facilities, and also result in a cross-default under our 2028 Refinance Credit Facility, our Opco Super-Priority Revolver, and our accounts receivable securitization facility.

We expect to seek amendments to our Senior Credit Facility, our 2028 Refinance Credit Facility, our OpCo Super-Priority Revolver and our accounts receivable securitization facility to waive certain acceleration and collateral enforcement rights under such facilities following certain events of default or cross-defaults and to remove certain covenants and other provisions, prior to the end of the contractually-available grace periods. There can be no assurance that any such additional waivers or amendments would be available on acceptable terms or at all.

As a result of these factors, the Company has concluded that substantial doubt exists about its ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements.

Financing and Liquidity Actions

In early 2025, we completed a series of refinancing transactions pursuant to a Transaction Support Agreement executed with key creditor groups. These actions extended our nearest debt maturity to 2028, improved operating liquidity, and reduced outstanding principal through an exchange of our 2029 senior notes. We issued approximately $380.0 million of new second-lien notes in exchange for substantially all of the existing 2029 notes, added a $115.0 million tranche under our 2028 term loan facility to retire the existing notes, and established a new $300.0 million super-priority revolving credit facility that replaced our prior revolver.

Polycarbonate Technology License Transaction

During 2025, we completed the delivery of a polycarbonate technology license and related production equipment under agreements valued at approximately $52.5 million. As a result, we recognized $27.4 million of income in the Polymer Solutions segment upon satisfying our performance obligations in 2025.

Strategic Operational Initiatives

In the fourth quarter of 2025, the Company, upon authorization from the Board of Directors, approved two restructuring plans to streamline our manufacturing footprint and exit underperforming assets. These actions include the planned closure of our MMA and ACH production sites in Italy and the closure of our polystyrene facility in Schkopau, Germany, with consolidation of remaining PS production in Belgium. Once fully implemented, these initiatives are expected to deliver roughly $30.0 million of annualized profitability improvements beginning in 2026.

Dividend Suspension

On October 3, 2025, the Company’s Board of Directors indefinitely suspended the quarterly dividend of $0.01 per share which is expected to save approximately $1.5 million annually.

New York Stock Exchange Delisting Notification

On March 2, 2026, we received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the NYSE had determined to commence proceedings to delist the Company’s ordinary shares. Trading in our ordinary shares was suspended on February 27, 2026. As stated in the Notice, the NYSE reached its decision to delist the Company’s securities pursuant to Section 802.01B of the NYSE Listed Company Manual because the Company had fallen below the NYSE continued listing standard requiring listed companies to maintain an average market capitalization over a 30-trading day period of at least $15 million. The Company had previously received written notice from the NYSE on December 12, 2025 that it was no longer in compliance with Section 802.01B of the NYSE Listed Company Manual due to the fact that the Company’s average total market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million, and that it was also not in compliance with Section 802.01C of the NYSE Listed Company Manual because its average closing share price had fallen below $1.00 per share for 30 consecutive trading days. As stated in the Notice, the NYSE will file a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE. The delisting will be effective 10 days after the filing of the Form 25.

Net sales decreased 15% compared to the prior year, reflecting a 10% reduction in sales volumes across all business segments due to continued weakness in end-market demand and a 6% decrease from lower pricing. These impacts were partially offset by a 1% benefit from favorable foreign currency exchange rates.

SG&A expenses increased $90.0 million, or 28%, compared to the prior year. The increase was driven by $41.5 million of non-cash accelerated amortization of capitalized software assets related to the transition of our current ERP system to a cloud-based platform, $27.1 million of costs associated with the debt refinancing completed in the first quarter, $19.2 million of restructuring-related costs, $7.1 million reflecting prior-year pre-tax gains on asset sales that did not recur, and $4.6 million of higher spending on strategic initiatives. These increases were partially offset by a $9.5 million reduction in employee-related compensation accruals.

Loss on extinguishment of long-term debt was $0.2 million for the year ended December 31, 2025, this is comprised entirely of the write-off of unamortized deferred financing costs due to the Company redeeming the 2025 Senior Notes in January 2025, in which the notes were cancelled and the related indenture was satisfied and discharged.

Other expense, net for the year ended December 31, 2024 was $3.9 million. Other expense, net was comprised of foreign exchange transaction losses of $1.7 million, which included $19.5 million of foreign exchange transaction losses primarily from the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by $17.8 million of gains from our foreign exchange forward contracts.

The Company’s reportable segments are as follows: Engineered Materials, Latex Binders, Polymer Solutions, and Americas Styrenics. Refer to Item 1—Business for a description of our segments, including a detailed overview, products and end uses, and competition and customers.

Risks Related to Chapter 11 Bankruptcy

We commenced cases under Chapter 11 of the Bankruptcy Code, which will cause our ordinary shares to lower in value and eventually render our ordinary shares valueless.

As previously reported in our Current Report Form 8-K filed with the SEC on May 26, 2026, we commenced voluntary cases under Chapter 11 the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Pursuant to the RSA, existing lenders are expected to receive 100% of the reorganized Company’s equity and no recovery is expected for holders of our ordinary shares the Chapter 11 Cases. Therefore, any trading in our ordinary shares during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our ordinary shares.

We are subject to other risks and uncertainties associated with our Chapter 11 Cases.

Our operations and ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern are subject to the risks and uncertainties associated with our Chapter 11 Cases. These risks include the following:

Delays in our Chapter 11 Cases lead to a protracted restructuring, increase our costs associated with the bankruptcy process, and increase the risks of us being unable to reorganize our business and emerge from bankruptcy.

Our future results are dependent upon the timely implementation of the RSA and the Plan, and a long period of operations under Chapter 11 protection could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Customers and other counterparties may not want to do business with us while we are in bankruptcy. Failure to consummate the Plan and emerge from Chapter 11 in a timely manner may harm our ability to adequately finance our operations, and there is a risk that the value of the Company may be materially impacted.

We have incurred significant professional fees and other costs in connection with the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot guarantee that our free cash flow, cash flow from operations and proceeds from the DIP Facilities will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from the Chapter 11 Cases. If we are unable to continue to fund our operations, our chances of successfully reorganizing our business may be jeopardized.

Certain key aspects of the Plan must be implemented through the Irish Examinership Proceedings and the outcome of those proceedings is a matter within the discretion of the High Court of Ireland.

The implementation of the Plan put forth for confirmation by the U.S. Bankruptcy Court (and consequently our emergence from Chapter 11) is dependent on a number of conditions precedent. Since we are incorporated in Ireland, one of the conditions precedent is the implementation of certain key aspects of the Plan through an examinership process under the laws of Ireland. Under this process, once the Plan is confirmed by the U.S. Bankruptcy Court, the High Court of Ireland is expected to appoint an independent bankruptcy official, known as the Examiner, to review our business, including the Plan, and, if considered appropriate by the Examiner, to propose a scheme of arrangement to the creditors and members of the Company that will implement certain key Irish law aspects of the Plan. In order to make an order confirming the proposed scheme of arrangement, the High Court of Ireland must be satisfied that:

The High Court of Ireland will not confirm a scheme of arrangement unless:

Furthermore, the High Court must be satisfied that the scheme of arrangement satisfies the best-interests-of-creditors test where the scheme of arrangement is challenged by one or more creditors on the basis that it does not satisfy that test.

While we believe that a potential scheme of arrangement would be confirmed by the High Court of Ireland, any decision to confirm any such scheme of arrangement is subject to the discretion of the High Court of Ireland and there is no guarantee that such approval will be granted. In the event that such approval is not granted, it may be necessary to amend the Plan, propose an amended scheme of arrangement and/or consider other restructuring or strategic options.

The negotiations regarding the Chapter 11 Cases have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on the Chapter 11 Cases. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted. During the pendency of the restructuring, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a material adverse effect on our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers, vendors and suppliers who may be concerned about our ongoing long-term viability.

We may be materially adversely affected by litigation arising out of the Chapter 11 Cases.

The Company and its subsidiaries are parties to litigation related to the Chapter 11 Cases. Litigation can be costly and time consuming to defend, and the outcome cannot be guaranteed. The litigation related to our Chapter 11 Cases could result in a decision or settlement that could materially impact the terms of the RSA and the Plan, our ability to emerge from Chapter 11 on our expected timeline, our future financial stability and liquidity, or our ability to access additional debtor-in-possession financing. For additional information regarding this litigation, see Part II, Item 1 — “Legal Proceedings.”

We may not be able to comply with the covenants in our DIP Facilities.

The DIP Facilities have substantial restrictions and covenants and if we are unable to comply with the covenant requirements under the DIP Facilities, it could have a material adverse impact on our financial condition, operating results and cash flows. If we are unable to comply with the requirements under the DIP Facilities, it could lead to a potential event of default thereunder, which will have a material adverse impact on our financial condition, operating results and cash flows.

We may not be successful in the proposed divestiture of our interest in Americas Styrenics.

During the second quarter 2026 we restarted a sale process for our interest in Americas Styrenics LLC, pursuant to an ownership exit provision in our joint venture agreement. We may not be able to accurately estimate the timing of the Americas Styrenics sale process or signing of a final agreement, valuation or purchase price, or whether economic or other market conditions will impact the timing, price or market interest. We cannot estimate whether economic conditions, capital markets, or other factors will allow us to successfully complete the sale of Americas Styrenics, or to locate an adequate buyer or buyers for our remaining styrenics business, negotiate terms of a sale acceptable to the Group or successfully complete such sale.

A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, revise our legal entity structure, negotiate continued equity ownership, identify and separate intellectual property, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any sale. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested business, as well as significant write-offs, including those related to long-lived assets, including goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

In the first quarter of 2026, the Company elected to utilize the contractually-available grace periods for payment of interest on both the 2028 Term Loan B and our 2029 Refinance Senior Notes and amended the credit agreement governing our Accounts Receivable Securitization Facility to waive the requirement for certain compliance certificate deliverables. Significant debt maturities occur in 2028, including the 2028 Refinance Term Loans, the 2028 Term Loan B, the Accounts Receivable Securitization Facility, and the OpCo Super-Priority Revolver.

In May 2026, Trinseo PLC and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court,” and such cases, the “Chapter 11 Cases”). The Chapter 11 Cases were commenced to conduct a comprehensive restructuring of the Company’s capital structure (the “Chapter 11 Restructuring Transactions”) through a joint prepackaged plan of reorganization (the “Plan”) pursuant to a Restructuring Support Agreement between the Company and a majority of its senior lenders, dated as of May 13, 2026 (the “RSA”). The Chapter 11 Restructuring Transactions is expected to discharge and release approximately $2.0 billion of the Company’s prepetition funded indebtedness (which, in turn, is expected to reduce annual cash interest by approximately $140.0 million) in exchange for certain recoveries set forth in the Restructuring Term Sheet, including, as applicable, reorganized common interests, cash, subscription rights and takeback term loans, to be effectuated through the Plan.

The Company’s supporting senior lenders have committed to support and vote for the Plan and use commercially reasonable efforts to consummate and complete the Chapter 11 Restructuring Transactions. The Company does not expect any operational impact from the Chapter 11 Restructuring Transactions and plans to continue to operate and serve customers and pay vendors and employees in the ordinary course of business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Existing lenders are expected to initially receive 100% of the reorganized Company's equity interests through the Chapter 11 Restructuring Transactions. Trade creditors and all other non-funded-debt General Unsecured Claims will be treated as unimpaired. Holders of the Company’s existing equity interests are expected to have their equity interests cancelled and will receive no recovery.

Information about the Plan is available through the Company’s microsite at www.strengtheningtrinseo.com/. Information about the Chapter 11 Cases, including court filings and other documents, is available through the Company’s claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/Home-Index.

On April 10, 2026, the Company executed an amendment to its OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company executed another amendment to the OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. These incremental facilities provide additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.

In March 2024, the Company announced it commenced a sale process for the Company’s interest in Americas Styrenics, via the initiation of an ownership exit provision in the joint venture agreement. Trinseo and Chevron Phillips Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. We, along with our partner, remain committed to sell Americas Styrenics and restarted the sale process during the second quarter of 2026.

Cost of sales remained relatively flat year-over-year, as a 6% increase from higher pricing and a 2% increase from unfavorable foreign exchange rate impacts were largely offset by a 5% decrease due to lower volumes and a 3% decrease from lower fixed costs.

Reorganization items, Net

The increase in reorganization items, net of $41.3 million for the three months ended June 30, 2026 was primarily attributable to the Company’s application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.

Other expense (income), net for the three months ended June 30, 2025 was $0.2 million, which was primarily driven by $1.2 million of miscellaneous expenses partially offset by $0.1 million of income related to the non-service cost components of net periodic benefit cost and net foreign exchange transaction gains of $0.8 million.

Net Sales

Net sales remained relatively flat year-over-year, primarily driven by a 4% decrease from lower sales volumes in Engineered Materials and Polymer Solutions, primarily due to continued end market demand weakness. This decrease was offset by a 3% increase from favorable foreign currency exchange rate impacts and a 1% increase from higher pricing.

Cost of Sales

The 4% decrease in cost of sales was primarily attributable to a 4% decrease due to lower volumes, a 2% decrease from lower raw material costs, and a 2% decrease from lower fixed costs. These decreases were partially offset by a 4% increase from unfavorable foreign exchange rate impacts.

Gross Profit

The $61.0 million increase in gross profit was primarily due to both higher margins and pricing, particularly in Polymer Solutions due to commercial actions, as well as lower fixed costs. See the segment discussion below for further information.

Selling, General and Administrative Expenses (SG&A)

The $19.1 million, or 11%, increase in SG&A was primarily due to a $54.9 million increase in costs in connection with preparing for the Company’s Chapter 11 filing, incurred prior to the filing date. These increases were partially offset by a $26.1 million decrease related to debt refinancing costs incurred in the prior year, a $4.6 million decrease in non-cash accelerated amortization of capitalized software assets related to the transition of the Company’s ERP system to a cloud-based platform, and a $4.0 million decrease in the Company’s bad debt expense.

Equity in Earnings of Unconsolidated Affiliate

The decrease in equity earnings from Americas Styrenics of $3.1 million was due to lower styrene margins in the current year.

Interest Expense, Net

The increase in interest expense, net of $15.0 million, or 11%, was primarily attributable to an increase in market interest rates on our variable rate debt, during the prepetition period of the six months ended June 30, 2026, and certain payable-in-kind issuance fees for the DIP Facilities and the amendments to the OpCo Super-Priority Revolver. These increases were offset by the cessation of interest expense recognition on debt obligations classified as liabilities subject to compromise in connection with the Chapter 11 Cases after the Petition Date. Refer to Note 10 in the condensed consolidated financial statements for further information.

Reorganization items, Net

The increase in reorganization items, net of $41.3 million for the six months ended June 30, 2026 was primarily attributable to the Company’s application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.

Other Expense (Income), Net

Other expense, net for the six months ended June 30, 2026 was $9.7 million, which was primarily driven by $6.0 million of losses on extinguishment of debt and $5.1 million of net foreign exchange transaction losses. This was partially offset by $0.4 million of income related to the non-service cost components of net periodic benefit cost.

Other income, net for the six months ended June 30, 2025 was $23.0 million, which was primarily driven by $26.0 million of license income for polycarbonate technology. The licensing income was partially offset by net foreign exchange transaction losses of $1.2 million and $0.6 million of expense related to the non-service cost components of net periodic benefit cost.

Provision for (Benefit from) Income Taxes

Provision for income taxes for the six months ended June 30, 2026 totaled $9.9 million, resulting in an effective tax rate of (4.4)%. Provision for income taxes for the six months ended June 30, 2025 totaled $9.1 million, resulting in an effective tax rate of (5.2)%.

The increase in provision for income taxes for the six months ended June 30, 2026 is primarily driven by the geographical mix of earnings.

The 3% decrease in net sales was primarily attributable to a 4% decrease due to lower sales volumes, particularly in MMA, and a 1% decrease from lower price due to pass-through of lower raw material costs and market competition. This was partially offset by a 2% increase due to favorable foreign exchange rate impacts.

Adjusted EBITDA increased $20.1 million, or 35%, due to increases of $18.1 million, or 32%, from lower fixed costs, $7.0 million, or 12%, from higher margins, and $2.1 million, or 4%, from favorable foreign exchange rate impacts. These increases were partially offset by a $7.1 million, or 13%, decrease due to lower sales volumes.

The 7% increase in net sales was primarily attributable to a 5% increase in sales volumes and a 4% increase due to favorable foreign exchange rate impacts. These increases were partially offset by a 2% decrease from lower pricing, primarily in paper and board and textile applications in Europe.

The $9.1 million, or 22%, decrease in Adjusted EBITDA was primarily due to a $13.0 million, or 32%, decrease due to lower margins, primarily in paper and board applications globally, and a $4.9 million, or 11%, decrease due to higher fixed costs. These decreases were partially offset by an increase of $8.0 million, or 19%, in sales volumes across all businesses and a $0.8 million, or 2%, increase from favorable currency impacts.