Element Solutions (NYSE: ESI) posts 56% Q2 2026 sales growth to $977.9M
Rhea-AI Filing Summary
Element Solutions Inc reported strong growth for the quarter ended June 30, 2026. Net sales rose to $977.9 million from $625.2 million, up 56%, while net income increased to $77.3 million from $47.5 million. Adjusted EBITDA grew 35% to $183.5 million, though gross margin fell 840 basis points to 34.2% as metals mix and acquisitions weighed on profitability.
For the first six months, net sales were $1,817.9 million versus $1,218.9 million, but net income declined to $133.3 million from $145.5 million. Electronics drove most of the expansion, aided by the $494.3 million Micromax acquisition and the $383.0 million EFC Acquisition, which added significant goodwill and intangible assets.
Cash flow from operations dropped to $33.0 million from $98.6 million, while total debt increased to $2,119.4 million and cash fell to $189.6 million after funding acquisitions with $450 million of add-on term loans. The company also agreed to be acquired by Solstice, with each share to receive 0.5 Solstice share plus $10.00 in cash, subject to approvals and an expected closing in the first half of 2027.
Positive
- Q2 2026 net sales grew 56% year over year to $977.9 million, with Adjusted EBITDA up 35% to $183.5 million, indicating strong top-line and earnings expansion.
- Electronics segment net sales increased to $767.0 million from $439.4 million, helped by the Micromax Acquisition and broad-based volume growth across Assembly, Circuitry and Semiconductor businesses.
Negative
- Consolidated gross margin declined 840 basis points to 34.2% in Q2 2026, driven by metals mix and acquisition-related impacts.
- Operating cash flow for the first half fell to $33.0 million from $98.6 million, while cash decreased to $189.6 million and total debt rose to $2,119.4 million after sizable acquisition spending.
Filing Explained
As of June 30, 2026, EFC consideration remained conditional: up to $30 million cash or 1.16 million shares, not yet issued.
The Form 10-Q is an unaudited quarterly report; its additional structural disclosure is that the EFC acquisition includes a conditional obligation that could be settled in cash or company shares.
As of
If shares are used, issuing them would increase the total share count and reduce existing holders’ percentage ownership; the filing does not report that those shares have been issued.
At
The key resolution point is the EFC performance assessment for fiscal 2026, which determines whether the contingent consideration is settled and whether the settlement is in cash or shares.
Key Figures
Q2 2026 Net Sales: $977.9 million
Q2 2026 Net Income: $77.3 million
Q2 2026 Adjusted EBITDA: $183.5 million
+5 more
8 metrics
Q2 2026 Net Sales
$977.9 million
Consolidated net sales for the three months ended June 30, 2026
Q2 2026 Net Income
$77.3 million
Net income for the three months ended June 30, 2026
Q2 2026 Adjusted EBITDA
$183.5 million
Adjusted EBITDA, up 35% year over year in Q2 2026
Six-month 2026 Cash from Operations
$33.0 million
Net cash flows provided by operating activities for six months ended June 30, 2026
Six-month 2026 Net Cash Used in Investing
$918.7 million
Net cash flows used in investing activities for six months ended June 30, 2026
Total Debt at June 30, 2026
$2,119.4 million
Term loans, senior notes and revolver borrowings outstanding at June 30, 2026
Micromax Purchase Price
$494.3 million
Total consideration for the Micromax Acquisition, net of cash
EFC Purchase Price
$383.0 million
Total consideration for the EFC Acquisition, including contingent consideration
Key Terms
Adjusted EBITDA, pass-through metals pricing, cross-currency swaps, contingent consideration, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA for each segment is defined as EBITDA, as further adjusted for additional items"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
pass-through metals pricing financial
"Organic net sales growth is defined as net sales excluding the impact of pass-through metals pricing"
cross-currency swaps financial
"the Company entered into new interest rate swaps and cross-currency swaps to effectively convert $350 million"
A cross-currency swap is a contract where two parties agree to exchange loan payments and principal in different currencies over a set period, effectively swapping the currency and often the interest rate of their obligations. For investors, it matters because it lets companies and funds lock in predictable cash flows and shield returns or debt costs from exchange-rate swings—like trading the payments on a foreign mortgage so currency moves don’t suddenly change what you owe or receive.
contingent consideration financial
"The fair value of the contingent consideration was derived using a Monte Carlo simulation model"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
foreign-derived deduction eligible income (FDDEI) financial
"a recurring benefit from a U.S. tax deduction related to foreign-derived deduction eligible income (commonly referred to as FDDEI)"
Earnings Snapshot
Q2 2026 Net Sales: $977.9 million
Three and six months ended June 30, 2026
Q2 2026 Net Sales
$977.9 million
up 56% year over year
Q2 2026 Net Income
$77.3 million
up from $47.5 million, a 63% increase
Q2 2026 Adjusted EBITDA
$183.5 million
up 35% from $136.0 million
Six-month 2026 Net Sales
$1,817.9 million
up 49% from $1,218.9 million
Six-month 2026 Net Income
$133.3 million
down 8% from $145.5 million
Six-month 2026 Adjusted EBITDA
$345.8 million
up 31% from $264.4 million
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Element Solutions (ESI) perform financially in Q2 2026?
Element Solutions delivered strong top-line growth in Q2 2026, with net sales of $977.9 million, up 56%. Net income was $77.3 million and Adjusted EBITDA reached $183.5 million, but gross margin compressed to 34.2% from 42.6% year over year.
What drove Element Solutions (ESI) revenue growth in 2026 year to date?
Year-to-date 2026 net sales grew to $1,817.9 million, up 49% from $1,218.9 million. Growth was led by the Electronics segment, including contributions from the Micromax and EFC acquisitions and higher volumes, alongside pass-through metals pricing in Assembly Solutions.
How is Element Solutions (ESI) funding the Micromax and EFC acquisitions?
The $494.3 million Micromax Acquisition was funded mainly with $450 million of add-on term loans and revolver borrowings, while the $383.0 million EFC Acquisition used cash on hand. These deals helped lift total debt to $2,119.4 million and reduced cash to $189.6 million.
What are the terms of the proposed Solstice acquisition of Element Solutions (ESI)?
Under the Merger Agreement, each Element Solutions share will be exchanged for 0.5 Solstice common share plus $10.00 in cash, plus cash in lieu of fractions. The transaction is expected to close in the first half of 2027, subject to shareholder approvals and regulatory clearances.
How did Element Solutions (ESI) cash flow and leverage change in the first half of 2026?
In the first half of 2026, cash from operations fell to $33.0 million from $98.6 million. Net cash used in investing was $918.7 million, largely for acquisitions, while total debt rose to $2,119.4 million and cash dropped to $189.6 million.
How did the Electronics and Specialties segments perform for ESI in Q2 2026?
In Q2 2026, Electronics net sales reached $767.0 million versus $439.4 million, while Specialties rose to $210.9 million from $185.8 million. Segment Adjusted EBITDA was $141.5 million for Electronics and $42.0 million for Specialties, both improving year over year.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
_______________
For the quarterly period ended June 30, 2026
OR
For the transition period from to
Commission file number: 001-36272
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Zip Code) | ||||||||||||||
| (Address of principal executive offices) | ||||||||||||||
Registrant’s telephone number, including area code: (561 ) 207-9600
_______________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding at July 21, 2026: 243,690,914
TABLE OF CONTENTS
| Page | ||||||||
Glossary of Defined Terms | i | |||||||
Forward-Looking Statements | ii | |||||||
Non-GAAP Financial Measures | ii | |||||||
Part I. | Financial Information | |||||||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | |||||||
Condensed Consolidated Statements of Operations | ||||||||
| Three and Six Months Ended June 30, 2026 and 2025 | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Income | ||||||||
| Three and Six Months Ended June 30, 2026 and 2025 | 2 | |||||||
Condensed Consolidated Balance Sheets | ||||||||
| June 30, 2026 and December 31, 2025 | 3 | |||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
| Six Months Ended June 30, 2026 and 2025 | 4 | |||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||||||||
| Three and Six Months Ended June 30, 2026 and 2025 | 5 | |||||||
Notes to the Condensed Consolidated Financial Statements | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 | ||||||
Item 4. | Controls and Procedures | 33 | ||||||
Part II. | Other Information | |||||||
Item 1. | Legal Proceedings | 34 | ||||||
Item 1A. | Risk Factors | 34 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 | ||||||
Item 3. | Defaults Upon Senior Securities | 36 | ||||||
Item 4. | Mine Safety Disclosures | 36 | ||||||
Item 5. | Other Information | 36 | ||||||
Item 6. | Exhibits | 37 | ||||||
Signatures | 38 | |||||||
GLOSSARY OF DEFINED TERMS
Terms | Definitions | |||||||
| Element Solutions; We; Us; Our; the Company | Element Solutions Inc, a Delaware corporation, and where the context requires, its subsidiaries or operating businesses. | |||||||
Add-on Term Loans | Element Solutions' $450 million aggregate principal amount of incremental term loans B borrowed under the Credit Agreement on February 2, 2026. | |||||||
| Credit Agreement | Credit Agreement, dated as of January 31, 2019, as amended from time to time, among, inter alia, Element Solutions and MacDermid, Incorporated, as borrowers, certain subsidiaries of Element Solutions, as guarantors, and the lenders from time to time parties thereto. | |||||||
| EBITDA | Earnings before interest, taxes, depreciation and amortization. | |||||||
EFC Acquisition | Element Solutions' acquisition of EFC Gases & Advanced Materials ("EFC") on January 2, 2026. | |||||||
Electronics | Element Solutions' MacDermid Alpha Electronics Solutions business segment. | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended. | |||||||
| GAAP | U.S. Generally Accepted Accounting Principles. | |||||||
| Kuprion Acquisition | Element Solutions' acquisition of Kuprion, Inc. on May 19, 2023. | |||||||
Micromax Acquisition | Element Solutions' acquisition of Micromax (US) Holdings LLC ("Micromax") on February 2, 2026. | |||||||
| MGS Transaction | Element Solutions' sale of its flexographic printing plate business, MacDermid Graphics Solutions, on February 28, 2025. | |||||||
| Quarterly Report | This quarterly report on Form 10-Q for the three and six months ended June 30, 2026. | |||||||
| RSUs | Restricted stock units issued by Element Solutions from time to time under its Amended and Restated 2013 Incentive Compensation Plan or 2024 Incentive Compensation Plan, as applicable. | |||||||
| SEC | Securities and Exchange Commission. | |||||||
| Solstice | Solstice Advanced Materials Inc., a Delaware corporation. | |||||||
| Solstice Transaction | The proposed acquisition of Element Solutions by Solstice pursuant to the Agreement and Plan of Merger, dated as of July 6, 2026, by and among Element Solutions, Solstice, Solar Merger Sub One Inc. and Solar Merger Sub Two LLC. | |||||||
Specialties | Element Solutions' Element Specialties business segment. | |||||||
2025 Annual Report | Element Solutions' annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. | |||||||
| 3.875% USD Notes due 2028 | Element Solutions' $800 million aggregate principal amount of 3.875% senior notes due 2028, denominated in U.S. dollars, issued on August 18, 2020. | |||||||
i
Forward-Looking Statements
This Quarterly Report contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority" or "confident" and variations of such words and similar expressions. Many of the forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Solstice; the inability to complete the Solstice Transaction due to the failure of us and/or Solstice to obtain the relevant stockholder approval for the Solstice Transaction or the failure to satisfy other conditions to completion of the Solstice Transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Solstice Transaction; risks related to disruption of management’s attention from our ongoing business operations due to the Solstice Transaction; the effect of the Solstice Transaction on our ability to retain and hire key personnel or maintain relationships with our customers, operating results and business generally; the risk that the Solstice Transaction will not be consummated in a timely manner; the failure to realize the anticipated benefits of the Solstice Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of delay in completing the Solstice Transaction; potential litigation relating to the Solstice Transaction; the expected benefits of the Kuprion Acquisition, the MGS Transaction, the EFC Acquisition and the Micromax Acquisition; the tax treatment and tax implications of the MGS Transaction; EFC's earn-out and probability of achievement of the performance targets related to certain EFC performance-based RSUs; deferred payments related to the Kuprion Acquisition; the war in Ukraine, the Iran conflict and other hostilities in the Middle East as well as actions in response thereto and their impact on market conditions and the global economy; increases in tariffs and/or imposition of new tariffs and other changes in trade policy in the U.S. and other countries, and other economic factors that may affect cost structure and demand, including the cost and availability of raw materials and precious metals; capital requirements and need for and availability of financing; the impact of government regulations on our ability to conduct operations; the impact of new accounting standards and accounting changes; potential share repurchases; our dividend policy and dividend declarations; our hedging activities; timing and outcome of environmental and legal matters; tax planning strategies and assessments; the impact of changes to privacy, cybersecurity, environmental, global trade, tax and other governmental regulations; impairments, including those on goodwill and other intangible assets; price volatility and cost environment; inflation and fluctuations in foreign exchange rates; our liquidity, cash flows and capital allocation; funding sources; expected capital expenditures; debt and debt leverage ratio; pension plan contributions; contractual obligations; general views about future operating results; sustainability goals; expected returns to stockholders; risk management programs; future prospects; and other events or developments that we expect or anticipate will occur in the future.
Although we believe these forward-looking statements are based upon reasonable assumptions regarding our business and expectations about future events, financial performance and trends, there can be no assurance that our actual results will not differ materially from any results expressed or implied in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors, of our 2025 Annual Report. In addition, as we operate in a very competitive and rapidly changing environment, new risks may emerge from time to time. Any forward-looking statement included in this Quarterly Report is based solely on information currently available and speaks only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures on related subjects in our SEC filings.
Non-GAAP Financial Measures
This Quarterly Report contains non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDA margin and operating results on a constant currency and organic basis. Non-GAAP financial measures should not be considered in isolation from, a substitute for, or superior to, performance measures calculated in accordance with GAAP. For additional information on these non-GAAP financial measures, including definitions, limitations and reconciliations to their most comparable applicable GAAP measures, see "Non-GAAP Financial Measures" in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 12, Segment Information, to the unaudited Condensed Consolidated Financial Statements, both included in this Quarterly Report.
ii
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in millions, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, technical, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange gains (losses) | ( | ( | |||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| (Loss) gain on divestitures | ( | ||||||||||||||||||||||
| Total other (expense) income | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes and non-controlling interests | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to non-controlling interests | ( | ( | ( | ||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
1
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(dollars in millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
Other comprehensive (loss) income before reclassifications, net of tax (benefit) expense of $( | ( | ||||||||||||||||||||||
Reclassifications, net of tax benefit of $ | |||||||||||||||||||||||
| Total foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $ | ( | ( | |||||||||||||||||||||
Reclassifications, net of tax benefit of $ | ( | ( | |||||||||||||||||||||
Total unrealized gain (loss) on qualified hedging derivatives | ( | ( | |||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||
Comprehensive income attributable to non-controlling interests | ( | ||||||||||||||||||||||
Comprehensive income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
2
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in millions)
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current installments of long-term debt and revolving credit facilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Debt | |||||||||||
| Pension and post-retirement benefits | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 9) | |||||||||||
| Stockholders' equity | |||||||||||
| Preferred stock - Series A | |||||||||||
Common stock: | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock (2026: | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
3
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in millions)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Reconciliations of net income to net cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Foreign exchange (gains) losses | ( | ||||||||||
| Incentive stock compensation | |||||||||||
| Gain on divestitures | ( | ||||||||||
EFC contingent consideration | |||||||||||
| Other, net | |||||||||||
| Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets and liabilities | ( | ||||||||||
| Net cash flows provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from disposal of property, plant and equipment | |||||||||||
Proceeds from divestitures (net of cash of $ | |||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Other, net | |||||||||||
| Net cash flows (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
Debt proceeds, net of discount | |||||||||||
| Repayments of borrowings | ( | ( | |||||||||
| Changes in lines of credit, net | |||||||||||
| Repurchases of common stock | ( | ||||||||||
| Dividends | ( | ( | |||||||||
| Payment of financing fees | ( | ||||||||||
| Other, net | ( | ||||||||||
| Net cash flows provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
Cash and cash equivalents at beginning of period | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
4
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in millions, except share amounts)
Three Months Ended June 30, 2026 | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of taxes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise/ vesting of share based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2025 | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of taxes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise/ vesting of share based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
5
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in millions, except share amounts)
| Six Months Ended June 30, 2026 | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise/ vesting of stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise/ vesting of stock-based compensation | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
6
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. BACKGROUND AND BASIS OF PRESENTATION
Background
Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $0.01 per share, trade on the New York Stock Exchange under the ticker symbol “ESI.”
Element Solutions is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy. Element Solutions businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing the Company with reliable and recurring revenue streams as the products are replenished in order to continue production. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives.
The Company's operations are organized in two reportable segments: Electronics (MacDermid Alpha Electronics Solutions) and Specialties (Element Specialties). The reportable segments represent businesses for which separate financial information is utilized by the chief operating decision maker for the purpose of allocating resources and evaluating performance.
Electronics – The Electronics segment researches, formulates and sells specialty chemicals and material process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In high-performance datacenters, mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways, and its "assembly materials," such as surface mount technologies ("SMT"), pastes, fluxes and adhesives, join those pathways together. The segment provides specialty chemicals solutions through the following businesses: Assembly Solutions, Circuitry Solutions, Micromax and Semiconductor Solutions.
Specialties – The Specialties segment researches, formulates and sells specialty chemicals and material process technologies that enable or enhance the performance of high value products across diverse sectors from automotive to energy infrastructure to semiconductors and satellites. Its products include chemical systems that protect and decorate metal and plastic surfaces, chemistries used in water-based hydraulic control fluids for offshore energy production and rare or high-purity gases and advanced materials used in semiconductor fabrication, satellite systems, electrical transmission infrastructure and other end-markets. The segment provides specialty chemicals solutions through the following businesses: Industrial Solutions, EFC and Energy Solutions. On February 28, 2025, the Company completed the sale of its flexographic printing plate business, MacDermid Graphics Solutions.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Element Solutions and all of its controlled subsidiaries. The Company consolidates the income, expenses, assets, liabilities and cash flows of its subsidiaries from the date it acquires control or becomes the primary beneficiary. All intercompany accounts and transactions have been eliminated upon consolidation.
In preparing the unaudited Condensed Consolidated Financial Statements in conformity with GAAP, management uses estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Management applies judgment based on its understanding and analysis of the relevant circumstances, including historical experience and future expectations. These judgments, by their nature, are subject to an inherent degree of uncertainty and, accordingly, actual results could differ significantly from these estimates and assumptions.
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These unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and related notes included in its 2025 Annual Report.
Certain prior year amounts have been reclassified to conform to the current year’s presentation.
Pending Transaction with Solstice
On July 6, 2026, the Company, together with Solstice, announced an agreement pursuant to which Solstice will acquire the Company for merger consideration payable in respect of each outstanding share of the Company's common stock, except for treasury shares and certain other exceptions, equal to (i) 0.5 shares of Solstice common stock and (ii) $10.00 in cash, without interest, plus cash in lieu of any fractional shares. The proposed transaction is expected to close in the first half of 2027 and is subject to customary closing conditions and regulatory approvals as described below.
The acquisition will be effected pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Solstice, Solar Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Solstice ("Merger Sub One"), and Solar Merger Sub Two LLC, a Delaware limited liability company and a wholly owned subsidiary of Solstice ("Merger Sub Two"). Merger Sub One will merge with and into the Company (the "First Merger"), with the Company surviving the merger as a wholly-owned subsidiary of Solstice (the "Surviving Corporation"), and immediately following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub Two (the “Second Merger”), with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of Solstice.
Consummation of the Solstice Transaction is subject to the satisfaction or waiver of certain conditions, including, among others: (a) adoption of the Merger Agreement by the Company's stockholders; (b) the approval of the issuance of Solstice common stock in the Solstice Transaction by Solstice’s stockholders; (c) the effectiveness of a registration statement on Form S-4 to be filed with the SEC by Solstice in connection with the issuance of Solstice common stock in the Solstice Transaction; (d) the approval for listing of the shares of Solstice common stock to be issued in the Solstice Transaction on the Nasdaq Stock Market; and (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The obligation of each party to consummate the Solstice Transaction is also conditioned upon, among other things, the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions), the other party having performed in all material respects its covenants and obligations under the Merger Agreement, the absence of a “Material Adverse Effect” on the other party (as defined in the Merger Agreement), and the receipt by such party of an opinion of counsel to the effect that the Solstice Transaction will qualify for their intended tax treatment. The Solstice Transaction is subject to a number of risks and uncertainties and there is no assurance that the Solstice Transaction will occur.
The description of the Merger Agreement contained herein and the summary do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1.
2. ACQUISITIONS
Micromax Acquisition
On February 2, 2026, the Company completed the Micromax Acquisition for a purchase price of approximately $494 million, net of cash and subject to adjustments. Micromax is a global supplier of advanced electronics inks and pastes and was acquired to complement the Company's electronics portfolio. This acquisition was funded with the proceeds from the Add-on Term Loans of $450 million, which closed simultaneously with the Micromax Acquisition, and borrowings under the Company's revolving credit facility. Micromax is reported in the Company’s Electronics segment.
8
EFC Acquisition
On January 2, 2026, the Company completed the EFC Acquisition for a purchase price of approximately $367 million, net of cash and subject to adjustments, with an additional $16.1 million estimated fair value associated with a potential earn-out based on EFC's 2026 performance of up to $30.0 million cash or 1.16 million shares of the Company's common stock. EFC is a provider of high-purity specialty gases and other advanced materials and was acquired to complement the Company's industrial portfolio. This acquisition was funded with cash on hand. EFC is reported in the Company’s Specialties segment.
In connection with the EFC Acquisition, certain EFC executives were granted approximately 1.45 million performance-based RSUs with an aggregate grant date fair value of $37.5 million. These RSUs were granted in two tranches with vesting subject to the achievement of EFC's Adjusted EBITDA performance targets for 2028 and 2030. The actual number of shares of the Company's common stock to be issued under these grants will range between 0 % and 150 % depending on the applicable Adjusted EBITDA performance level achieved in 2028 or 2030. If EFC's Adjusted EBITDA target level for any tranche is not achieved in the relevant year, the vesting of that tranche will be delayed by one year and EFC's Adjusted EBITDA generated that following year will be used to assess performance capped at 100 %. As of June 30, 2026, the Company believes the achievement of these targets is probable and recognized $1.9 million and $3.7 million of compensation expense for these awards in "Selling, technical, general and administrative" in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026, respectively.
The following table summarizes the allocation of the purchase price of the Micromax and EFC Acquisitions (together, the "Acquisitions") to the identified assets acquired and liabilities assumed at the respective acquisition dates:
| (dollars in millions) | Micromax | EFC | ||||||||||||
Consideration | ||||||||||||||
Cash, net | $ | $ | ||||||||||||
Contingent consideration (See Note 7, Financial Instruments) | ||||||||||||||
Total consideration | $ | $ | ||||||||||||
| Identifiable assets acquired and liabilities assumed | ||||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Inventories | ||||||||||||||
| Other current assets | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Identifiable intangible assets | ||||||||||||||
| Other assets | ||||||||||||||
| Current liabilities | ( | ( | ||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Other long-term liabilities | ( | ( | ||||||||||||
| Total identifiable net assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Total purchase price | $ | $ | ||||||||||||
The excess of the cost of the Acquisitions over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed was recorded as goodwill and represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Substantially all of the goodwill for EFC and approximately $70.0 million for Micromax is expected to be deductible for tax purposes.
9
The fair value of the identifiable intangible assets recorded in conjunction with the Acquisitions was as follows:
Micromax | EFC | |||||||||||||||||||||||||
| (dollars in millions) | Fair Value | Weighted Average Useful Life (years) | Fair Value | Weighted Average Useful Life (years) | ||||||||||||||||||||||
| Customer relationships | $ | $ | ||||||||||||||||||||||||
| Trade name | ||||||||||||||||||||||||||
| Developed technology | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
The fair value of the identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows, either through the use of the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include the amount and timing of projected future cash flows, the attrition rate and the discount rate selected to measure the risks inherent in the future cash flows.
The deferred income taxes reflect the tax effect of the differences between the carry-over tax basis and the fair value recorded in purchase accounting that are primarily associated with the recognition of identifiable intangible assets.
As of June 30, 2026, the purchase price allocation for each of the Acquisitions is preliminary. We expect to complete the purchase price allocation within the applicable one year measurement period.
The Acquisitions were not significant to our Condensed Consolidated Financial Statements; therefore, pro forma and post acquisition results of operations have not been presented.
3. INVENTORIES
The major components of inventory, on a net basis, were as follows:
| (dollars in millions) | June 30, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials and supplies | |||||||||||
| Total inventories | $ | $ | |||||||||
4. PROPERTY, PLANT AND EQUIPMENT, NET
The major components of property, plant and equipment, net were as follows:
| (dollars in millions) | June 30, 2026 | December 31, 2025 | |||||||||
| Land and leasehold improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery, equipment, fixtures and software | |||||||||||
| Construction in process | |||||||||||
| Total property, plant and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
10
5. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
| (dollars in millions) | Electronics | Specialties | Total | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | (1) | $ | |||||||||||||
Acquisitions (2) | |||||||||||||||||
| Foreign currency translation and other | ( | ||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ||||||||||||||
(1) Includes accumulated impairment losses of $46.6 million.
(2) The Company completed the Micromax Acquisition and the EFC Acquisition on February 2, 2026 and January 2, 2026, respectively. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
Intangible Assets, Net
The major components of intangible assets, net were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Developed technology | ( | ( | |||||||||||||||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||||||||||||||
| Reacquired distribution rights | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
For the three months ended June 30, 2026 and 2025, the Company recorded amortization expense on intangible assets of $29.5 million and $28.5 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded amortization expense on intangible assets of $57.5 million and $55.7 million, respectively.
In the fourth quarter of 2025, a milestone agreed to as part of the Kuprion Acquisition was achieved. As the technology developed met the accounting definition of an asset, the Company capitalized a $6.3 million developed technology intangible asset ($4.9 million milestone payment plus a gross up for deferred taxes of $1.4 million), which is being amortized over 10 years. While the milestone was achieved in the fourth quarter of 2025, the associated payment was made in the first quarter of 2026 and $4.9 million is included in "Acquisitions, net of cash acquired" as a cash outflow from investing activities in the Condensed Consolidated Statements of Cash Flows.
11
6. DEBT
The Company’s debt obligations consisted of the following:
| (dollars in millions) | Maturity Date | Interest Rate | June 30, 2026 | December 31, 2025 | |||||||||||||||||||
Term Loans (1) | 2030 | SOFR plus | $ | $ | |||||||||||||||||||
Senior Notes - $ | 2028 | ||||||||||||||||||||||
| Borrowings under the Revolving Credit Facility | 2031 | SOFR plus | |||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
Less: current installments of long-term debt and revolving credit facilities | |||||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
(1) Term loans, net of unamortized discounts and debt issuance costs of $10.1 million and $5.9 million at June 30, 2026 and December 31, 2025, respectively. The effective interest rate was 4.4 % and 4.5 % at June 30, 2026 and December 31, 2025, respectively, including the effects of interest rate swaps and net investment hedges. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges.
(2) Senior notes, net of unamortized debt issuance costs of $3.5 million and $4.4 million at June 30, 2026 and December 31, 2025, respectively. The effective interest rate was 4.1
Credit Agreement
The Company is a party to the Credit Agreement which, at June 30, 2026, provided for senior secured credit facilities consisting of a tranche of term loans B-3 of $1.28 billion maturing in 2030, and a revolving credit facility of $500 million, maturing in 2031. The Company's outstanding term loans bear interest at a per annum rate based on an adjusted one-month SOFR (as described in the Credit Agreement) plus a spread of 1.75 %.
On February 2, 2026, the Company completed the syndication of $450 million of Add-on Term Loans and a 5-year $500 million senior secured revolving credit facility, which replaced its then existing $375 million revolving credit facility, upsizing the facility by $125 million and extending its maturity to 2031. The Add-on Term Loans have identical terms as the then existing term loans B-3, including a maturity date of December 18, 2030. The proceeds of the Add-on Term Loans were used to finance a portion of the purchase price of the Micromax Acquisition. Borrowings under the new revolving credit facility bear interest at Term SOFR (as defined in the Credit Agreement), subject to a rate floor of 0 %, plus an applicable margin of 1.50 % per annum.
Guarantees, Covenants and Events of Default
The obligations of the borrowers (the Company and its subsidiary, MacDermid, Incorporated) under the Credit Agreement are guaranteed, jointly and severally, by certain of their domestic subsidiaries and secured by a first-priority security interest in substantially all of their assets and the assets of the guarantors, including mortgages on material real property, subject to certain exceptions.
The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Subject to certain exceptions, to the extent the borrowers have total outstanding borrowings under the revolving credit facility greater than 30 % of the commitment amount under the revolving credit facility, the Company's first lien net leverage ratio should not exceed 5.0 to 1.0, subject to a right to cure.
12
The borrowers are required to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors.
At June 30, 2026, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $441 million, net of letters of credit, under the revolving credit facility. The Company is required to pay a commitment fee on any undrawn portion of the revolving credit facility which is not material.
Senior Notes
The indenture governing the 3.875 % USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of 3.875 % per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the Company has the option to redeem the 3.875 % USD Notes due 2028 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium, or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The 3.875 % USD Notes due 2028 are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the Credit Agreement.
Lines of Credit and Other Debt Facilities
The Company has access to various revolving lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. At June 30, 2026, the aggregate principal amount outstanding under such facilities totaled $52.0 million and there were no material amounts outstanding under such facilities at December 31, 2025. The Company had letters of credit outstanding of $6.9 million and $7.0 million at June 30, 2026 and December 31, 2025, respectively, which reduced the borrowings available under the various facilities. At June 30, 2026 and December 31, 2025, the availability under these facilities, including the revolving credit facility under the Credit Agreement, totaled approximately $469 million and $390 million, respectively, net of outstanding letters of credit.
7. FINANCIAL INSTRUMENTS
Derivatives and Hedging
In the normal course of business, the Company is exposed to risks relating to changes in interest rates, foreign currency exchange rates and commodity prices. Derivative financial instruments, such as interest rate swaps, net investment hedges, foreign currency exchange forward contracts and commodities derivative contracts are used to manage the risks associated with changes in the conditions of those markets. The counterparties to the Company’s derivative agreements are primarily major international financial institutions. The Company regularly monitors its derivative positions and the credit ratings of its counterparties and does not anticipate nonperformance on their part.
All derivatives are recognized in the Consolidated Balance Sheets at fair value. Realized gains and losses on foreign currency forward contracts, commodity derivative contracts and the net periodic payments from interest rate swaps and cross-currency swaps are reflected as "Cash flows from operating activities" in the Condensed Consolidated Statements of Cash Flows.
Interest Rate and Cross-Currency Swaps
The Company uses interest rate swaps and cross-currency swaps to reduce its exposure to interest rate risk and foreign currency risk. The Company has designated its interest rate swaps as cash flow hedges and its cross-currency swaps as net investment
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hedges of the foreign currency exposure of a portion of its net investment in euro functional subsidiaries. These swaps effectively convert the Company's outstanding term loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through their respective expiration dates.
In February 2026, the Company entered into new interest rate swaps and cross-currency swaps to effectively convert $350 million of the Add-on Term Loans, a U.S. dollar denominated debt obligation, into fixed-rate euro-denominated debt through December 2029.
The total notional value of the interest rate swaps and cross-currency swaps was $1.18 billion and $831 million at June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, approximately $692 million in notional value matures in December 2028 and approximately $484 million matures in December 2029. The remaining term loan notional value of approximately $108 million is not hedged. The net result of these hedges is an effective interest rate of approximately 4.4 % at June 30, 2026 on the term loans B-3, which could vary in the future due to changes in the euro and the U.S. dollar exchange rate and, to a lesser extent, fluctuations in SOFR.
Changes in the estimated fair value of interest rate swaps are recorded in "Accumulated other comprehensive loss" and reclassified to "Interest expense, net" in the Condensed Consolidated Statements of Operations as the underlying hedged item affects earnings. The fair value of the interest rate swaps was a net asset of $8.5 million and a net liability of $11.0 million at June 30, 2026 and December 31, 2025, respectively.
Changes in the estimated fair value of cross-currency swaps are recorded in "Foreign currency translation" in "Accumulated other comprehensive loss." The fair value of the cross-currency swaps was a net liability of $39.3 million and $64.7 million at June 30, 2026 and December 31, 2025, respectively.
For the three and six months ended June 30, 2026, these interest rate swaps and cross-currency swaps were deemed highly effective. The Company expects to reclassify a benefit of $3.5 million from "Accumulated other comprehensive loss" to "Interest expense, net" in the Condensed Consolidated Statements of Operations within the next twelve months.
Foreign Currency
The Company conducts a significant portion of its business in currencies other than the U.S. dollar and certain subsidiaries conduct business in currencies other than their functional currency, which is typically their local currency. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility.
At June 30, 2026, the Company held foreign currency forward contracts to purchase and sell various currencies to mitigate foreign currency exposure primarily with the U.S. dollar, euro and British pound. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting and, as a result, changes in the fair value of foreign currency forward contracts are recorded in the Condensed Consolidated Statements of Operations as "Other income (expense), net." The total notional value of foreign currency exchange forward contracts held at June 30, 2026 and December 31, 2025 was approximately $221 million and $133 million, respectively, with settlement dates generally within one year . The fair value of the foreign currency forward contracts was a net current liability of $0.3 million and $0.9 million at June 30, 2026 and December 31, 2025, respectively.
Commodities
The Company enters into commodity derivative contracts for the purpose of mitigating its exposure to fluctuations in prices of certain metals used in the production of its finished goods. The Company held derivative contracts to purchase and sell various metals, primarily silver and tin, for a notional amount of $146 million and $91.4 million at June 30, 2026 and December 31, 2025, respectively. The fair value of the metals derivative contracts was a net current asset of $16.2 million and a net current liability of $13.5 million at June 30, 2026 and December 31, 2025, respectively. Substantially all contracts outstanding at June 30, 2026 have delivery dates within one year . The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in their fair values in the Condensed Consolidated Statements of Operations as "Other income (expense), net."
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Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis:
| (dollars in millions) | Balance sheet location | Classification | June 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Asset Category | |||||||||||||||||||||||
| Foreign exchange contracts | Other current assets | Level 2 | $ | $ | |||||||||||||||||||
| Metals contracts | Other current assets | Level 2 | |||||||||||||||||||||
| Interest rate swaps | Other current assets | Level 2 | |||||||||||||||||||||
| Cross-currency swaps | Other current assets | Level 2 | |||||||||||||||||||||
| Interest rate swaps | Other assets | Level 2 | |||||||||||||||||||||
| Cross-currency swaps | Other assets | Level 2 | |||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
| Liability Category | |||||||||||||||||||||||
| Foreign exchange contracts | Accrued expenses and other current liabilities | Level 2 | $ | $ | |||||||||||||||||||
| Metals contracts | Accrued expenses and other current liabilities | Level 2 | |||||||||||||||||||||
| Interest rate swaps | Accrued expenses and other current liabilities | Level 2 | |||||||||||||||||||||
| Interest rate swaps | Other liabilities | Level 2 | |||||||||||||||||||||
| Cross-currency swaps | Other liabilities | Level 2 | |||||||||||||||||||||
Contingent consideration | Other liabilities | Level 3 | |||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
The fair values of Level 2 derivative assets and liabilities are determined using pricing models based upon observable market inputs, such as market spot and futures prices on over-the-counter derivative instruments, market interest rates and consideration of counterparty credit risk.
The fair value of Level 3 contingent consideration represents a potential liability of up to $30.0 million cash or 1.16 million shares of the Company's common stock tied to EFC's expected achievement of Adjusted EBITDA performance metrics for fiscal year 2026. The fair value of the contingent consideration was derived using a Monte Carlo simulation model and the key assumptions included EFC's forecasted Adjusted EBITDA, expected volatility of the Company's stock price and the Company's stock price on the valuation date. For the three and six months ended June 30, 2026, the fair value of the contingent consideration increased by $3.4 million and $9.3 million, respectively, which is recorded in "Selling, technical, general and administrative" in the Condensed Consolidated Statements of Operations.
There were no significant transfers of financial instruments between the fair value hierarchy levels for the three and six months ended June 30, 2026.
The carrying value and estimated fair value of the Company’s long-term debt both totaled $2.07 1.63
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8. EARNINGS PER SHARE
A computation of weighted average shares of the Company's common stock outstanding and earnings per share for the three and six months ended June 30, 2026 and 2025 is as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (dollars in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Net income attributable to non-controlling interests | ( | ( | ( | ||||||||||||||||||||
Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Denominator adjustments for diluted EPS: | |||||||||||||||||||||||
| Number of stock options and RSUs | |||||||||||||||||||||||
| Denominator adjustments for diluted EPS | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
Earnings per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2026 and 2025, the following securities were not included in the computation of diluted shares outstanding because either the effect would be anti-dilutive or the applicable performance targets were not yet met:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (shares in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Shares issuable for EFC contingent consideration | |||||||||||||||||||||||
| Shares issuable upon vesting of RSUs and exercise of stock options | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
9. CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS
Environmental Matters
The Company is involved in various claims relating to environmental matters at current and former plants and waste management sites. At certain of these sites, the Company engages or participates in remedial and other environmental compliance activities. At other sites, the Company has been named as a potential responsible party pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law for site remediation. After analyzing each individual site, considering the number of parties involved, the level of its potential liability or contribution relating to the other parties, the nature and magnitude of the hazardous waste involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other potential responsible parties, governmental agencies and engineering firms.
The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. The Company's environmental liabilities, which are included in the Condensed Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," totaled $12.8 million and $9.6 million at June 30, 2026 and December 31, 2025,
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respectively, primarily driven by environmental remediation, clean-up costs and monitoring of sites that were either closed or disposed of in prior years. While uncertainty exists with respect to the amount and timing of its ultimate environmental liabilities, the Company does not currently anticipate any material losses in excess of the amount recorded. However, new information about the sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters.
As of the date hereof, the Company believes it is not practicable to provide an estimated range of reasonably possible environmental losses in excess of its recorded liabilities. As a result, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact that may be associated with these matters.
Legal Matters
From time to time, the Company is involved in various legal proceedings, investigations and/or claims in the normal course of its business. Although it cannot predict with certainty the ultimate resolution of these matters, which involve judgments that are inherently subjective, the Company believes that their resolutions, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows.
10. INCOME TAXES
The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, which includes the impact of foreign withholding tax accruals and uncertain tax positions, adjusted for discrete items, within the periods presented. The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings, losses by tax jurisdiction and discrete items.
For the three months ended June 30, 2026, the Company recognized income tax expense of $29.8 million as compared to $15.8 million in the same period for 2025. Income tax expense for the three months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to foreign-derived deduction eligible income (commonly referred to as FDDEI), an expense related to net Controlled Foreign Corporation tested income (commonly referred to as NCTI), and the impact of changes to the level and mix of earnings.
For the six months ended June 30, 2026, the Company recognized income tax expense of $56.5 million as compared to $33.6 million in the same period for 2025. Income tax expense for the six months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to FDDEI partially offset with foreign tax credit valuation allowances of $6.4 million, NCTI, and the impact of changes to the level and mix of earnings. The foreign tax credit valuation allowance was required after taking into account the impacts on projected future taxable income from the EFC and Micromax Acquisitions, including significant tax-basis amortization of acquired intangible property and increased interest expense from the Add-on Term Loans.
Income tax expense for the three and six months ended June 30, 2025, included a continued U.S. benefit related to claiming foreign tax credits and a benefit from a U.S. tax deduction related to foreign-derived intangible income (commonly referred to as FDII), partially offset by a $7.7
On February 28, 2025, the Company completed the MGS Transaction and realized a gain on sale of $70.9 million as of March 31, 2025. This transaction resulted in a nominal tax impact which reduced the effective tax rate primarily due to the realization of a deferred tax asset and an offsetting release of a valuation allowance.
11. RELATED PARTY TRANSACTIONS
The Company is party to an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of its founder directors, whereby Mariposa Capital, LLC is entitled to receive an annual fee of $2.0 million and reimbursement for expenses, which are recorded in the Condensed Consolidated Statements of Operations as "Selling, technical, general and administrative" expense.
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12. SEGMENT INFORMATION
The Company's operations are organized into two reportable segments: Electronics and Specialties. These segments represent businesses for which separate financial information is utilized by the chief operating decision maker (CODM) for purposes of allocating resources and evaluating performance. The Company's CODM is the Chief Executive Officer.
The CODM utilizes net sales and Adjusted EBITDA to allocate resources predominantly in the annual budget and forecasting process. The CODM evaluates the performance of the operating segments by considering budget to actual variances when making decisions about allocating capital and personnel to the segments and determining the compensation of certain employees. Adjusted EBITDA for each segment is defined as EBITDA, as further adjusted for additional items included in earnings which the Company believes are not representative or indicative of each of its segments' ongoing business or are considered to be associated with the Company's capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees.
Disaggregated Net Sales
The following table summarizes disaggregated external net sales by product category:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Electronics | |||||||||||||||||||||||
| Assembly Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Circuitry Solutions | |||||||||||||||||||||||
| Micromax | |||||||||||||||||||||||
| Semiconductor Solutions | |||||||||||||||||||||||
| Total Electronics | |||||||||||||||||||||||
| Specialties | |||||||||||||||||||||||
| Industrial Solutions | |||||||||||||||||||||||
| EFC | |||||||||||||||||||||||
| Graphics Solutions | |||||||||||||||||||||||
| Energy Solutions | |||||||||||||||||||||||
| Total Specialties | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
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Results of Operations
The following table reconciles "Net income" to Adjusted EBITDA:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Add (subtract): | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| EBITDA | |||||||||||||||||||||||
| Adjustments to reconcile to Adjusted EBITDA: | |||||||||||||||||||||||
| Inventory step-up | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Acquisition, integration and transaction expenses | |||||||||||||||||||||||
| Foreign exchange (gains) losses on intercompany loans | ( | ( | |||||||||||||||||||||
| Loss (gain) on divestitures | ( | ||||||||||||||||||||||
| Unrealized (gains) losses on metals derivative contracts | ( | ( | ( | ||||||||||||||||||||
| Debt financing costs | |||||||||||||||||||||||
| Change in fair value of EFC contingent consideration | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
The following tables summarize financial information regarding each reportable segment's results of operations. As noted above, Adjusted EBITDA for each segment excludes certain items that may not be indicative of the Company's core operating results for its reportable segments. As such, the "Segment Total" below may not agree to the corresponding amounts on the Condensed Consolidated Statements of Operations.
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | Electronics | Specialties | Segment Total | Electronics | Specialties | Segment Total | ||||||||||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Cost of sales | ||||||||||||||||||||||||||||||||||||||
| Selling, technical, general and administrative | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
Other segment items (1) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Add: Depreciation expense | ||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | Electronics | Specialties | Segment Total | Electronics | Specialties | Segment Total | ||||||||||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Cost of sales | ||||||||||||||||||||||||||||||||||||||
| Selling, technical, general and administrative | ||||||||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||||||||
Other segment items (1) | ( | ( | ||||||||||||||||||||||||||||||||||||
Add: Depreciation expense | ||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Other segment items for the Electronics segment primarily consisted of $1.7 million of realized gains and $2.5 million of realized losses associated with metals derivative contracts for the three months ended June 30, 2026 and 2025, respectively. Other segment items for the Electronics segment primarily consisted of $25.0 million and $2.8 million of realized losses associated with metals derivative contracts for the six months ended June 30, 2026 and 2025, respectively. See Note 7, Financial Instruments, to the Condensed Consolidated Financial Statements for further discussion of these derivative instruments.
Assets by Reportable Segment
Total assets by reportable segment at June 30, 2026 and December 31, 2025 are not presented as they are not utilized for purposes of allocating resources and evaluating performance.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in this Quarterly Report, and the Consolidated Financial Statements, related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other disclosures contained in our 2025 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of several factors, including, but not limited to, those discussed in "Forward-Looking Statements” of this Quarterly Report, and in Part I, Item 1A, "Risk Factors" of our 2025 Annual Report.
Overview
Our Business
Element Solutions, incorporated in Delaware in January 2014, is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy. Our product innovation and product extensions are expected to continue to drive sales growth in both new and existing markets while expanding margins through a consistent focus on increasing customer value propositions.
We believe the majority of our businesses hold strong positions in the high-growth markets we serve. Our extensive global teams of specially trained scientists and engineers develop our solutions, and our expert sales and service organizations ensure our customers' needs are met every day. Our customer-centric innovation means we develop technologies to meet the identified needs of our supply chains. We solve our customers' existing and emerging problems through technical service and innovation. We believe that our customers place significant value on the consistency and quality of our brands, on which we capitalize through significant market share, customer loyalty and supply chain access. In addition, operational risks and switching costs make it difficult for our customers to change suppliers which allows us to retain customers and maintain our market positions.
Our customers rely on our innovation to develop new products of their own, so our capabilities help them keep up in fast-paced, high-growth markets. To that end, we draw upon our broad and longstanding intellectual property portfolio and technical expertise, while working closely with both customers and OEMs on an ongoing basis, to develop proprietary solutions tailored to their manufacturing needs. We leverage these close relationships to win qualifications and specifications into their supply chains as well as to identify opportunities for new products; all of which provide potential additional revenue streams.
Our strategy is based on a balance of operational excellence and prudent capital allocation. Our operating teams focus on the strong execution of customer-led product development, superior technical sales support and continuous supply chain optimization. Our senior leadership aims to foster an environment of accountability and success for our operating teams while also evaluating and executing on high-return capital allocation opportunities that can drive compounding of long-term intrinsic value per share.
Our Operations
Our operations are organized into two segments: Electronics and Specialties, which are each described below:
Electronics – Our Electronics segment researches, formulates and sells specialty chemicals and material process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In high-performance datacenters, mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways and its "assembly materials," such as SMT, pastes, fluxes and adhesives, join those pathways together.
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Electronics provides solutions through the following businesses:
| Assembly Solutions | As a global supplier of SMT, fluxes, thermal management materials, coatings and other attachment materials, we develop high-performing innovative materials that are used to assemble consumer electronics from circuit boards, discrete electronic components, connectors and integrated circuit substrates. We believe our growth in this business will be driven by the increasing use of electronics in consumer, automotive, telecommunications, memory, medical, aerospace and other markets. | |||||||
| Circuitry Solutions | As a global supplier of chemical formulations to the electronics industry, we design and manufacture proprietary "wet" chemical processes and materials used by our customers to manufacture printed circuit boards and memory storage devices. Our product portfolio is focused on specialized consumable chemical processes and materials, such as circuit formation, primary metallization, electroplate, surface finishes and flexible/formable films. We believe our growth in this business will be driven by demand in wireless mobile devices, internet infrastructure, high performance computing, and the increasing use of electronics in automobiles. | |||||||
Micromax | As a global supplier of conductive, resistive and dielectric thick film pastes for passive components, low temperature co-fired ceramics (LTCC) for multilayer circuit integration, and electronics inks for printed electronics, we provide high-reliability microcircuit solutions for a variety of high-cost-of-failure applications. We believe our growth in this business will be driven by increased passive component density in datacenter and automotive electronics, as well as demand for more advanced radar and communication solutions and health & safety technologies. | |||||||
| Semiconductor Solutions | As a global supplier to the semiconductor industry, we provide advanced copper interconnects, die attachment, sintered silver material, adhesives, wafer bump processes and photomask technologies to our customers for integrated circuit fabrication and semiconductor packaging. We believe our growth in this business will be driven by advanced electronics packaging, necessary to meet the growing needs of high performance computing, artificial intelligence, the internet of things, next-generation wireless communications and the increasing content and complexity of electronics in automotive applications. | |||||||
Specialties – Our Specialties segment researches, formulates and sells specialty chemicals and material process technologies that enable or enhance the performance of high value products across diverse sectors from automotive to energy infrastructure to semiconductors and satellites. Its products include chemical systems that protect and decorate metal and plastic surfaces, chemistries used in water-based hydraulic control fluids for offshore energy production and rare or high-purity gases and advanced materials used in semiconductor fabrication, satellite systems, electrical transmission infrastructure and other end-markets.
Specialties provides solutions through the following businesses:
| Industrial Solutions | As a global supplier of industrial metal and plastic finishing chemistries, we primarily design and manufacture chemical systems that protect and decorate surfaces. Our high-performance functional coatings improve resistance to wear and tear, such as chrome plating of shock absorbers for cars, or provide corrosion resistance for appliance parts. Our decorative performance coatings apply finishes for parts in various end markets, such as automotive interiors or jewelry surfaces. Our industrial customer base is highly diverse and includes customers in the following end markets: appliances and electronics equipment; automotive parts; industrial parts; plumbing goods; construction equipment and transportation equipment. In this business, we also sell certain water-treatment solutions and lubricants used in similar end-markets. We believe our growth in this industry will be primarily driven by increased worldwide automobile production with elevated fashion elements and higher content per vehicle as well as general economic growth. | |||||||
EFC | As a global supplier of high purity electronic gases, rare gases and advanced materials, we provide specialized solutions, including tailored gas recovery, filling and recycling systems, to a range of fast-growing and highly complex industries, including semiconductor manufacturing, aerospace and electrical infrastructure. We believe our growth in this business will be driven by gas molecule qualifications at semiconductor fabricators, growth in satellite launches and increased investment in domestic electrical transmission infrastructure. | |||||||
| Energy Solutions | As a global supplier of specialized fluids to the offshore energy industry, we produce water-based hydraulic control fluids for major oil and gas companies and drilling contractors to be used in offshore deep-water production and drilling applications. We believe our growth in this business will be driven by continued capital expenditures in energy exploration and production. | |||||||
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Recent Developments
Solstice Transaction - On July 6, 2026, we and Solstice entered into an Agreement and Plan of Merger (the "Merger Agreement") for the acquisition of us by Solstice, subject to regulatory approvals and closing conditions. Upon completion of the merger, each of our issued and outstanding shares of our common stock, except for treasury shares and certain other exceptions, will be exchanged for (i) 0.5 shares of Solstice common stock and (ii) $10.00 in cash, without interest, plus cash in lieu of any fractional shares. The proposed transaction is expected to close in the first half of 2027 and is subject to customary closing conditions and regulatory approvals.
A more detailed summary of the Merger Agreement is set forth in our current report on Form 8-K filed on July 6, 2026 under Item 1.01 Entry into a Material Definitive Agreement, which summary is incorporated herein by reference.
The description of the Merger Agreement contained herein and the summary do not purport to be complete and are qualified in
their entirety by reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1.
Recent Accounting Pronouncements
Our recent accounting pronouncements have not changed materially from the summary disclosed in Note 3, Recent Accounting Pronouncements, to the Consolidated Financial Statements included in our 2025 Annual Report.
Non-GAAP Financial Measures
To supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present certain non-GAAP financial measures, such as operating results on a constant currency and organic basis, Adjusted EBITDA and Adjusted EBITDA margin. Management internally reviews these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our business. We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be associated with our capital structure.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information that we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements and may not be completely comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the definitions and reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this Quarterly Report and not to rely on any single financial measure to evaluate our business.
Constant Currency
We disclose certain financial measures and Adjusted EBITDA on a constant currency basis by adjusting results to exclude the impact of changes due to the translation of foreign currencies of our international locations into U.S. dollars. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding our results of operations, consistent with how we internally evaluate our financial results.
The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior period reported results. The difference between actual growth rates and constant currency growth rates represents the estimated impact of foreign currency translation.
23
Organic Net Sales Growth
Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable net sales over differing periods on a consistent basis.
For a reconciliation of GAAP net sales growth to organic net sales growth, see "Net Sales" within the "Results of Operations" section below.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA as EBITDA, excluding the impact of additional items included in GAAP earnings which we believe are not representative or indicative of our ongoing business or are considered to be associated with our capital structure. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales excluding the value of certain pass-through metals in the Electronics segment. Adjusted EBITDA margin excludes the impact of certain pass-through metals in the Electronics segment as we believe the fluctuations in these metal prices do not reflect underlying operating results. Management believes Adjusted EBITDA and Adjusted EBITDA margin provide investors with a more complete understanding of the long-term profitability trends of our business and facilitates comparisons of our profitability to prior and future periods.
For a reconciliation of "Net income" to Adjusted EBITDA and more information about the adjustments made, see Note 12, Segment Information, to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report.
24
Results of Operations
Three and six months ended June 30, 2026 compared to three and six months ended June 30, 2025
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported | Constant Currency | Organic | 2026 | 2025 | Reported | Constant Currency | Organic | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 977.9 | $ | 625.2 | 56% | 55% | 15% | $ | 1,817.9 | $ | 1,218.9 | 49% | 46% | 13% | |||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 643.9 | 358.8 | 79% | 78% | 1,161.2 | 702.0 | 65% | 63% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 334.0 | 266.4 | 25% | 24% | 656.7 | 516.9 | 27% | 25% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross margin | 34.2 | % | 42.6 | % | (840) bps | (850) bps | 36.1% | 42.4% | (630) bps | (630) bps | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 220.3 | 172.1 | 28% | 27% | 431.6 | 345.2 | 25% | 23% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Operating profit | 113.7 | 94.3 | 21% | 19% | 225.1 | 171.7 | 31% | 28% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating margin | 11.6 | % | 15.1 | % | (350)bps | (350)bps | 12.4% | 14.1% | (170)bps | (180)bps | |||||||||||||||||||||||||||||||||||||||||||||||||
Other (expense) income, net | (6.6) | (31.0) | (79) | % | (35.3) | 7.4 | (nm) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax expense | (29.8) | (15.8) | 88% | (56.5) | (33.6) | 68% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | $ | 77.3 | $ | 47.5 | 63% | $ | 133.3 | $ | 145.5 | (8)% | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income margin | 7.9 | % | 7.6 | % | 30bps | 7.3% | 11.9% | (460)bps | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 183.5 | $ | 136.0 | 35% | 33% | $345.8 | $264.4 | 31% | 27% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 27.8% | 26.6% | 120bps | 27.8% | 26.3% | 150bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(nm) Calculation not meaningful.
25
Net Sales
Net sales in the second quarter of 2026 increased 56% on a reported basis and 15% on an organic basis. Electronics' consolidated results were positively impacted by $107 million of pass-through metals pricing and $129 million of acquisitions and Specialties' consolidated results were positively impacted by $16.1 million of acquisitions.
The following table reconciles GAAP net sales growth to organic net sales growth:
| Three Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||
| June 30, | |||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported Net Sales Growth | Impact of Currency | Pass-Through Metals Pricing | Acquisitions | Organic Net Sales Growth | ||||||||||||||||||||||||||||||||||
| Electronics: | |||||||||||||||||||||||||||||||||||||||||
| Assembly Solutions | $ | 369.0 | $ | 221.0 | 67% | 0% | (49)% | —% | 18% | ||||||||||||||||||||||||||||||||
| Circuitry Solutions | 154.1 | 130.9 | 18% | (2)% | —% | —% | 15% | ||||||||||||||||||||||||||||||||||
Micromax | 128.6 | — | 100% | —% | —% | (100)% | —% | ||||||||||||||||||||||||||||||||||
| Semiconductor Solutions | 115.3 | 87.5 | 32% | (1)% | —% | —% | 31% | ||||||||||||||||||||||||||||||||||
| Total | 767.0 | 439.4 | 75% | (1)% | (24)% | (29)% | 20% | ||||||||||||||||||||||||||||||||||
Specialties: | |||||||||||||||||||||||||||||||||||||||||
| Industrial Solutions | 171.7 | 163.5 | 5% | (2)% | —% | —% | 3% | ||||||||||||||||||||||||||||||||||
EFC | 16.1 | — | 100% | —% | —% | (100)% | —% | ||||||||||||||||||||||||||||||||||
| Energy Solutions | 23.1 | 22.3 | 4% | (3)% | —% | —% | 1% | ||||||||||||||||||||||||||||||||||
| Total | 210.9 | 185.8 | 14% | (2)% | —% | (9)% | 3% | ||||||||||||||||||||||||||||||||||
| Total | $ | 977.9 | $ | 625.2 | 56% | (1)% | (17)% | (23)% | 15% | ||||||||||||||||||||||||||||||||
NOTE: Totals may not sum due to rounding.
Electronics' net sales in the second quarter of 2026 increased 75% on a reported basis and 20% on an organic basis. Net sales from pass-through metals were $317 million and $113 million for the three months ended June 30, 2026 and 2025, respectively.
•Assembly Solutions: net sales increased 67% on a reported basis and 18% on an organic basis. Pass-through metals pricing had a positive impact of 49% on reported net sales. Foreign exchange had an immaterial impact on reported net sales. The increase in organic net sales was driven by volume increases across several product categories in Asia, including continued strength in preform materials for datacenter applications.
•Circuitry Solutions: net sales increased 18% on a reported basis and 15% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was primarily due to continued AI and data center investment driving demand for metallization solutions.
•Micromax: The Company completed the Micromax Acquisition on February 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Semiconductor Solutions: net sales increased 32% on a reported basis and 31% on an organic basis. Foreign exchange had a positive impact of 1% on reported net sales. The increase in organic net sales was primarily due to increased demand in Asia for plating solutions for advanced packaging and inflation on precious metals content within these products, as well as growth in power electronics.
Specialties' net sales in the second quarter of 2026 increased 14% on a reported basis and 3% on an organic basis.
•Industrial Solutions: net sales increased 5% on a reported basis and 3% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. Organic growth was driven by pricing actions and improved volume of both functional and decorative plating chemistry in Europe.
26
•EFC: The Company completed the EFC Acquisition on January 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Energy Solutions: net sales increased 4% on a reported basis and 1% on an organic basis. Foreign exchange had a positive impact of 3% on reported net sales. The increase in organic net sales was primarily due to pricing actions partially offset by lower volumes.
Year to date, net sales increased 49% on a reported basis and 13% on an organic basis. Electronics' consolidated results were positively impacted by $209 million of pass-through metals pricing and $193 million of acquisitions and Specialties' consolidated results were positively impacted by $10.5 million of acquisitions net of divestitures.
The following table reconciles GAAP net sales growth to organic net sales growth:
| Six Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||
| June 30, | |||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported Net Sales Growth | Impact of Currency | Pass-Through Metals Pricing | Acquisitions & Divestitures | Organic Net Sales Growth | ||||||||||||||||||||||||||||||||||
| Electronics: | |||||||||||||||||||||||||||||||||||||||||
| Assembly Solutions | $ | 694.5 | $ | 415.1 | 67% | (2)% | (50)% | —% | 15% | ||||||||||||||||||||||||||||||||
| Circuitry Solutions | 299.7 | 251.0 | 19% | (3)% | —% | —% | 16% | ||||||||||||||||||||||||||||||||||
Micromax | 193.4 | — | 100% | —% | —% | (100)% | —% | ||||||||||||||||||||||||||||||||||
| Semiconductor Solutions | 212.9 | 167.6 | 27% | (2)% | —% | —% | 25% | ||||||||||||||||||||||||||||||||||
| Total | 1,400.5 | 833.7 | 68% | (2)% | (25)% | (23)% | 17% | ||||||||||||||||||||||||||||||||||
Specialties: | |||||||||||||||||||||||||||||||||||||||||
| Industrial Solutions | 337.7 | 320.7 | 5% | (4)% | —% | —% | 2% | ||||||||||||||||||||||||||||||||||
EFC | 34.7 | — | 100% | —% | —% | (100)% | —% | ||||||||||||||||||||||||||||||||||
| Graphics Solutions | — | 24.2 | (100)% | —% | —% | 100% | —% | ||||||||||||||||||||||||||||||||||
| Energy Solutions | 45.0 | 40.3 | 12% | (4)% | —% | —% | 7% | ||||||||||||||||||||||||||||||||||
| Total | 417.4 | 385.2 | 8% | (3)% | —% | (3)% | 2% | ||||||||||||||||||||||||||||||||||
| Total | $ | 1,817.9 | $ | 1,218.9 | 49% | (3)% | (17)% | (17)% | 13% | ||||||||||||||||||||||||||||||||
NOTE: Totals may not sum due to rounding.
Year to date, Electronics' net sales increased 68% on a reported basis and 17% on an organic basis. Net sales from pass-through metals were $573 million and $215 million for the six months ended June 30, 2026 and 2025, respectively.
•Assembly Solutions: net sales increased 67% on a reported basis and 15% on an organic basis. Pass-through metals pricing had a positive impact of 50% on reported net sales. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was driven by volume increases across several product categories in Asia highlighted by growth in engineered preform materials for datacenter applications.
•Circuitry Solutions: net sales increased 19% on a reported basis and 16% on an organic basis. Foreign exchange had a positive impact of 3% on reported net sales. The increase in organic net sales was primarily due to continued AI and data center investment driving demand for metallization solutions.
•Micromax: The Company completed the Micromax Acquisition on February 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Semiconductor Solutions: net sales increased 27% on a reported basis and 25% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was primarily due to increased demand in Asia for plating solutions for advanced packaging and inflation on precious metals content within these products, as well as growth in power electronics.
27
Year to date, Specialties' net sales increased 8% on a reported basis and 2% on an organic basis.
•Industrial Solutions: net sales increased 5% on a reported basis and 2% on an organic basis. Foreign exchange had a positive impact of 4% on reported net sales. Organic growth was driven by pricing actions and improved volume of both functional and decorative plating chemistry in Europe.
•EFC: The Company completed the EFC Acquisition on January 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Energy Solutions: net sales increased 12% on a reported basis and 7% on an organic basis. Foreign exchange had a positive impact of 4% on reported net sales. The increase in organic net sales was primarily due to pricing actions and an increase in production volumes from competitive wins.
Gross Profit
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported | Constant Currency | 2026 | 2025 | Reported | Constant Currency | |||||||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 236.4 | $ | 179.4 | 32% | 31% | $ | 465.1 | $ | 340.4 | 37% | 35% | |||||||||||||||||||||||||||||||||||
Specialties | 97.6 | 87.0 | 12% | 10% | 191.6 | 176.5 | 9% | 5% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 334.0 | $ | 266.4 | 25% | 24% | $ | 656.7 | $ | 516.9 | 27% | 25% | |||||||||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | 30.8 | % | 40.8 | % | (1,000) bps | 33.2 | % | 40.8 | % | (760) bps | |||||||||||||||||||||||||||||||||||||
| Specialties | 46.3 | % | 46.9 | % | (60) bps | 45.9 | % | 45.8 | % | 10 bps | |||||||||||||||||||||||||||||||||||||
| Total | 34.2 | % | 42.6 | % | (840) bps | 36.1 | % | 42.4 | % | (630) bps | |||||||||||||||||||||||||||||||||||||
Electronics' gross profit in the second quarter of 2026 increased by 32% on a reported basis and 31% on a constant currency basis. The Micromax Acquisition had a positive impact of 18% on constant currency gross profit which includes $33.4 million of gross profit less an inventory step-up from purchase accounting of $1.4 million. The constant currency increase in gross profit dollars was primarily driven by broad-based organic volume growth across the Electronics businesses. Gross profit margins excluding net sales from pass-through metals decreased 240 basis points when compared to the second quarter of 2025. The decrease in gross margin excluding the impact of pass-through metals was primarily due to negative mix from lower margin precious metals-based product revenue.
Specialties' gross profit in the second quarter of 2026 increased by 12% on a reported basis and 10% on a constant currency basis. The EFC Acquisition had a positive impact of 7% on constant currency gross profit which includes $7.0 million of gross profit less an inventory step-up from purchase accounting of $0.7 million. Softer underlying gross margin improvement was primarily driven by raw material inflation.
Year to date, Electronics' gross profit increased by 37% on a reported basis and 35% on a constant currency basis. The Micromax Acquisition had a positive impact of 13% on constant currency gross profit which includes $47.0 million of gross profit less an inventory step-up from purchase accounting of $2.8 million. The constant currency increase in gross profit dollars was primarily driven by broad-based organic volume growth across the Electronics businesses. Gross profit margins excluding net sales from pass-through metals improved 120 bps when compared to the prior year period. The increase in gross margin excluding the impact of pass-through metals was primarily due to positive mix from higher value product sales within the portfolio, including the Micromax products.
Year to date, Specialties' gross profit increased by 9% on a reported basis and 5% on a constant currency basis. The EFC Acquisition had a positive impact of 7% on constant currency gross profit which includes $14.8 million of gross profit less an inventory step-up from purchase accounting of $2.6 million. The MGS Transaction had a negative impact of $8.8 million, or 5%, on constant currency gross profit. Underlying gross margin improvement was primarily driven by growth in the higher margin Energy Solutions business.
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Operating Expenses
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported | Constant Currency | 2026 | 2025 | Reported | Constant Currency | |||||||||||||||||||||||||||||||||||||||
| Selling, technical, general and administrative | $ | 200.8 | $ | 155.9 | 29% | 28% | $ | 391.9 | $ | 313.1 | 25% | 23% | |||||||||||||||||||||||||||||||||||
| Research and development | 19.5 | 16.2 | 20% | 19% | 39.7 | 32.1 | 24% | 22% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 220.3 | $ | 172.1 | 28% | 27% | $ | 431.6 | $ | 345.2 | 25% | 23% | |||||||||||||||||||||||||||||||||||
Operating expenses in the second quarter of 2026 increased 28% on a reported basis and 27% on a constant currency basis. The constant currency increase was primarily driven by $10.3 million of operating expenses related to businesses acquired in the first quarter of 2026 ($6.4 million from the Micromax Acquisition and $3.9 million from the EFC Acquisition), higher incentive compensation costs due to increased expectations for strong full year financial results, $5.7 million of higher non-recurring acquisition and integration costs and a $3.4 million increase in the fair value of the contingent consideration associated with the EFC Acquisition in the second quarter of 2026.
Year to date, operating expenses increased 25% on a reported basis and 23% on a constant currency basis. The constant currency increase was primarily driven by $20.6 million of operating expenses related to businesses acquired in the first quarter of 2026 ($12.0 million from the Micromax Acquisition and $8.6 million from the EFC Acquisition), higher incentive compensation costs due to increased expectations for strong full year financial results, $16.0 million of higher non-recurring acquisition and integration costs and a $9.3 million increase in the fair value of the contingent consideration associated with the EFC Acquisition in 2026; partially offset by $4.5 million of lower operating expenses due to the sale of MacDermid Graphics Solutions in the first quarter of 2025.
Other (Expense) Income
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Interest expense, net | $ | (24.0) | $ | (12.9) | $ | (45.5) | $ | (27.2) | |||||||||||||||
| Foreign exchange gains (losses) | 6.7 | (17.1) | 5.8 | (23.4) | |||||||||||||||||||
| Other income (expense), net | 10.7 | 4.5 | 4.4 | (8.6) | |||||||||||||||||||
| (Loss) gain on divestitures | — | (5.5) | — | 66.6 | |||||||||||||||||||
| Total | $ | (6.6) | $ | (31.0) | $ | (35.3) | $ | 7.4 | |||||||||||||||
Interest expense, net
For the three and six months ended June 30, 2026 and 2025, interest expense, net increased $11.1 million and $18.3 million, respectively, primarily due to a higher outstanding term loan principal balance and lower interest income when compared to the prior year period as well as interest expense due to borrowings under the Company's revolving credit facility in 2026.
Foreign exchange gains (losses)
For the three and six months ended June 30, 2026 and 2025, the fluctuations in foreign exchange gains (losses) were primarily driven by the remeasurement of intercompany loans.
Other income (expense), net
For the three months ended June 30, 2026, other income, net included $9.9 million of net gains associated with metals derivative contracts ($1.9 million of realized and $8.0 million of unrealized gains) and $0.8 million of charges due to highly inflationary accounting for our operations in Turkey. For the three months ended June 30, 2025, other income, net included
29
$1.4 million of net gains associated with metals derivative contracts ($2.5 million of realized losses and $3.9 million of unrealized gains) and $0.9 million of charges due to highly inflationary accounting for our operations in Turkey.
For the six months ended June 30, 2026, other income, net included $4.7 million of net gains associated with metals derivative contracts ($25.0 million of realized losses and $29.7 million of unrealized gains) and $1.4 million of charges due to highly inflationary accounting for our operations in Turkey. For the six months ended June 30, 2025, other expense, net included $9.7 million of net losses associated with metals derivative contracts ($2.9 million of realized and $6.9 million of unrealized losses), $2.1 million of charges due to highly inflationary accounting for our operations in Turkey and $1.8 million of debt extinguishment costs related to the partial prepayment of our term loans B-3.
The metal derivative contracts primarily relate to inventory associated with pass-through metals pricing in our Assembly Solutions business and are intended to mitigate the impact on "Gross profit" associated with fixed price agreements with our customers or commodity price movement after inventory is purchased. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further discussion of these derivative instruments.
(Loss) gain on divestitures
In the first quarter of 2025, we completed the sale of our flexographic printing plate business, MacDermid Graphics Solutions, resulting in a gain of $70.9 million. In the second quarter of 2025, we recognized a loss on sale of $4.3 million for other immaterial divestiture activity.
Income Tax
The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, which includes the impact of foreign withholding tax accruals and uncertain tax positions, adjusted for discrete items, within the periods presented. The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings, losses by tax jurisdiction and discrete items.
For the three months ended June 30, 2026, the Company recognized income tax expense of $29.8 million as compared to $15.8 million in the same period for 2025. Income tax expense for the three months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to foreign-derived deduction eligible income (commonly referred to as FDDEI), an expense related to net Controlled Foreign Corporation tested income (commonly referred to as NCTI), and the impact of changes to the level and mix of earnings.
For the six months ended June 30, 2026, the Company recognized income tax expense of $56.5 million as compared to $33.6 million in the same period for 2025. Income tax expense for the six months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to FDDEI partially offset with foreign tax credit valuation allowances of $6.4 million NCTI, and the impact of changes to the level and mix of earnings. The foreign tax credit valuation allowance was required after taking into account the impacts on projected future taxable income from the EFC and Micromax Acquisitions, including significant tax-basis amortization of acquired intangible property and increased interest expense from the Add-on Term Loans.
Income tax expense for the three and six months ended June 30, 2025, included a continued U.S. benefit related to claiming foreign tax credits and a benefit from a U.S. tax deduction related to foreign-derived intangible income (commonly referred to as FDII), partially offset by a $7.7 million multi-year tax settlement and the impact of changes to the level and mix of earnings.
On February 28, 2025, the Company completed the MGS Transaction and realized a gain on sale of $70.9 million as of March 31, 2025. This transaction resulted in a nominal tax impact which reduced the effective tax rate primarily due to the realization of a deferred tax asset and an offsetting release of a valuation allowance.
See Note 10, Income Taxes, to the unaudited Condensed Consolidated Financial Statements for further information.
30
Segment Adjusted EBITDA Performance
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Reported | Constant Currency | 2026 | 2025 | Reported | Constant Currency | |||||||||||||||||||||||||||||||||||||||
Net income: | |||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 77.3 | $ | 47.5 | 63% | $ | 133.3 | $ | 145.5 | (8)% | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 141.5 | $ | 96.5 | 47% | 44% | $ | 260.6 | $ | 185.4 | 41% | 37% | |||||||||||||||||||||||||||||||||||
| Specialties | 42.0 | 39.5 | 7% | 4% | 85.2 | 79.0 | 8% | 4% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 183.5 | $ | 136.0 | 35% | 33% | $ | 345.8 | $ | 264.4 | 31% | 27% | |||||||||||||||||||||||||||||||||||
Net income margin: | |||||||||||||||||||||||||||||||||||||||||||||||
Total | 7.9 | % | 7.6 | % | 30 bps | 7.3 | % | 11.9 | % | (460) bps | |||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin: | |||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | 31.5 | % | 29.6 | % | 190bps | 31.5 | % | 29.9 | % | 160bps | |||||||||||||||||||||||||||||||||||||
| Specialties | 19.9 | % | 21.2 | % | (130)bps | 20.4 | % | 20.5 | % | (10)bps | |||||||||||||||||||||||||||||||||||||
| Total | 27.8 | % | 26.6 | % | 120bps | 27.8 | % | 26.3 | % | 150bps | |||||||||||||||||||||||||||||||||||||
For the three months ended June 30, 2026, Electronics' Adjusted EBITDA increased 47% on a reported basis and 44% on a constant currency basis. The Micromax Acquisition had a positive impact of $30.0 million, or 31%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by the broad-based increase in sales across all businesses.
For the three months ended June 30, 2026, Specialties' Adjusted EBITDA increased 7% on a reported basis and 4% on a constant currency basis. The EFC Acquisition had a positive impact of $3.8 million, or 10%, on constant currency Adjusted EBITDA. The remaining constant currency decrease was primarily driven by increased raw material inflation within the Energy Solutions business.
For the six months ended June 30, 2026, Electronics' Adjusted EBITDA increased 41% on a reported basis and 37% on a constant currency basis. The Micromax Acquisition had a positive impact of $40.2 million, or 22%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by the broad-based increase in sales across all businesses.
For the six months ended June 30, 2026, Specialties' Adjusted EBITDA increased 8% on a reported basis and 4% on a constant currency basis. The EFC Acquisition had a positive impact of $7.5 million, or 10%, on constant currency Adjusted EBITDA. The MGS Transaction had a negative impact of $5.3 million, or 7%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by growth from the Energy Solutions business.
Liquidity and Capital Resources
Our primary sources of liquidity during the six months ended June 30, 2026 were the proceeds from the Add-on Term Loans, our revolving credit facility and available cash generated from operations. Our primary uses of cash and cash equivalents were to fund the Micromax Acquisition, the EFC Acquisition and operations, including working capital and capital expenditures and pay cash dividends. Our first significant debt principal payment of approximately $800 million is related to the maturity of our 3.875% USD Notes due 2028. In the second quarter of 2026, we paid a cash dividend of 8 cents per share. We currently expect to continue to pay a cash dividend on a quarterly basis; however, the actual declaration of any cash dividends as well as their amounts and timing, will be subject to the final determination of our Board of Directors based on factors including our future earnings and cash flow generation.
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For the full year 2026, we expect our capital expenditures to be approximately $100 million. We believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under our lines of credit, including our revolving credit facility under the Credit Agreement, will be sufficient to meet our working capital needs, interest payments, capital expenditures, potential dividend payments and other business requirements for at least the next twelve months. However, working capital cycles and/or future repurchases of our common stock and/or acquisitions may require additional funding, which may include future debt and/or equity offerings. Our long-term liquidity may be influenced by our ability to borrow additional funds, manage interest rates, renegotiate existing debt and/or raise new equity or debt under terms that are favorable to us.
We may from time to time seek to repurchase our equity and/or to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, applicable restrictions under our various financing arrangements and other factors.
During the six months ended June 30, 2026, approximately 77% of our net sales were generated from non-U.S. operations, and we expect a large portion of our net sales to continue to be generated outside of the U.S. As a result, our foreign subsidiaries will likely continue to generate a substantial portion of our cash. We manage our worldwide cash requirements with available funds generated by the many subsidiaries through which we conduct business. We expect to continue to have cost efficient access to those funds on a global basis. We may transfer cash from certain international subsidiaries to the U.S. and/or other international subsidiaries when we believe it is cost effective to do so. Of our $190 million of cash and cash equivalents at June 30, 2026, $170 million was held by our foreign subsidiaries.
The following is a summary of our cash flows (used in) provided by operating, investing, and financing activities during the periods indicated:
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| (dollars in millions) | 2026 | 2025 | |||||||||
| Cash provided by operating activities | $ | 33.0 | $ | 98.6 | |||||||
Cash (used in) provided by investing activities | $ | (918.7) | $ | 323.1 | |||||||
Cash provided by (used in) financing activities | $ | 450.4 | $ | (266.0) | |||||||
Operating Activities
The decrease in net cash flows provided by operating activities of $65.6 million was primarily driven by higher investment in working capital from rising metals prices partially offset by higher cash operating profits (net income adjusted for non-cash items), including higher earnings as a result of the Micromax Acquisition and the EFC Acquisition.
Investing Activities
During the six months ended June 30, 2026, we paid $494 million in connection with the Micromax Acquisition and $367 million in connection with the EFC Acquisition and paid approximately $24.3 million in higher capital expenditures due to several large projects, including the initial build out for Kuprion capacity and plant consolidation projects. During the six months ended June 30, 2025, we received cash proceeds of $326 million from divestitures, primarily related to the closing of the MGS Transaction.
Financing Activities
During the six months ended June 30, 2026, we received cash proceeds of $449 million from the Add-on Term Loans and $50.0 million in net borrowings from the revolving credit facility. In addition, we paid $39.8 million of cash dividends on shares of our common stock. During the six months ended June 30, 2025, we prepaid $200 million of our term loans B-3. In addition, we paid $39.1 million of cash dividends on shares of our common stock, $19.4 million in aggregate for the repurchase of shares of our common stock under our stock repurchase program and $4.8 million for shares of our common stock withheld to satisfy the tax withholding requirements related to the vesting of RSUs included in "Other, net."
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Financial Borrowings
Credit Facilities and Senior Notes
At June 30, 2026, we had $2.12 billion of indebtedness, net of unamortized discounts and debt issuance costs of $13.6 million, which was comprised of:
•$1.28 billion of term debt arrangements outstanding under our term loans;
•$800 million of 3.875% USD Notes due 2028; and
•$50.0 million outstanding under our revolving credit facility.
Availability under our revolving credit facility and various lines of credit and overdraft facilities totaled $469 million at June 30, 2026 (net of $6.9 million of stand-by letters of credit which reduce our borrowing capacity).
Covenants
At June 30, 2026, we were in compliance with the debt covenants contained in the Credit Agreement and the indenture governing our 3.875% USD Notes due 2028.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The quantitative and qualitative disclosures about market risk required by this item have not changed materially from those disclosed in our 2025 Annual Report. For a discussion of our exposure to market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in our 2025 Annual Report.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Based on management's evaluation (with the participation of our CEO and CFO), as of the end of the period covered by this Quarterly Report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes to Internal Control Over Financial Reporting
Based on management's evaluation (with the participation of our CEO and CFO), there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings, investigations and/or claims that are incidental to the operation of our businesses. In particular, we are involved in various claims relating to environmental matters at a number of current and former plant sites and waste management sites. See Note 9, Contingencies, Environmental and Legal Matters, to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for more information and updates.
Item 1A. Risk Factors
In addition to the risk factors set forth in Part I, Item 1A, Risk Factors of our 2025 Annual Report, you should consider the following risk factors before investing in our securities.
Risks Related to the Solstice Transaction
The completion of the Solstice Transaction is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the Solstice Transaction may not be completed within the expected timeframe or at all.
On July 6, 2026, the Company entered into the Merger Agreement, pursuant to which, at the effective time of the First Merger, Merger Sub One will merge with and into the Company, with the Company surviving the merger as the Surviving Corporation, and immediately following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub Two, with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of Solstice.
The completion of the Solstice Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others: (a) adoption of the Merger Agreement by our stockholders; (b) the approval of the issuance of Solstice common stock in the Solstice Transaction by Solstice’s stockholders; (c) the effectiveness of a registration statement on Form S-4 to be filed with the SEC by Solstice in connection with the issuance of Solstice common stock in the Solstice Transaction; (d) the approval for listing of the shares of Solstice common stock to be issued in the Solstice Transaction on Nasdaq; and (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The obligation of each party to consummate the Solstice Transaction is also conditioned upon, among other things, the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions), the other party having performed in all material respects its covenants and obligations under the Merger Agreement, the absence of a “Material Adverse Effect” on the other party (as defined in the Merger Agreement), and the receipt by such party of an opinion of counsel to the effect that the Solstice Transaction will qualify for their intended tax treatment.
There can be no assurance that the conditions to completion of the Solstice Transaction, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental authorities will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the Solstice Transaction. If Solstice is required to divest assets or businesses, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the Solstice Transaction. If the conditions to completion of the Solstice Transaction are not satisfied or waived, we may be unable to complete the Solstice Transaction in the timeframe or manner currently anticipated or at all.
Failure to complete the Solstice Transaction within the expected timeframe, or at all, could adversely affect our business, results of operations and financial condition, including in the event the Company is required to pay the Company Termination Fee.
There can be no assurance that the Solstice Transaction will be completed in the expected timeframe or at all. The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Solstice Transaction, including receipt of certain regulatory and stockholder approvals. There can be no assurance that all closing conditions will be satisfied (or waived, if applicable). Many of the conditions to completion of the Solstice Transaction are not in our control, and
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we cannot predict when or if these conditions will be satisfied (or waived, as applicable). In addition, either the Company or Solstice may terminate the Merger Agreement if, among other reasons, the Solstice Transaction has not been consummated by July 6, 2027, subject to an extension to January 5, 2028 under certain circumstances for the purposes of obtaining certain regulatory approvals.
If the Solstice Transaction is not completed in a timely manner or at all, the ongoing business of the Company could be adversely affected and will be subject to certain risks, including, among others, the following: (i) the market price of our common stock (which may reflect a market assumption that the Solstice Transaction will be completed) may decline; (ii) the Company will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Solstice Transaction for which we will have received little or no benefit if the Solstice Transaction is not completed; and (iii) failure to complete the Solstice Transaction may result in negative publicity or result in a negative impression of the Company in the investment community and with customers and other stakeholders. In addition, we may also be subject to litigation related to any failure to complete the Solstice Transaction or to enforcement proceedings commenced against us to perform our obligations under the Merger Agreement.
Further, pursuant to the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Solstice Transaction that restrict us from taking certain or omitting to take certain actions without Solstice’s prior written consent (not to be unreasonably withheld, conditioned or delayed), which may adversely affect our ability to execute certain of our business strategies or pursue new business opportunities or strategic initiatives. If the Solstice Transaction is not completed, these restrictions could materially affect the business and financial results of the Company and the price of our common stock, including to the extent that the current market price of our common stock is positively affected by a market assumption that the Solstice Transaction will be completed.
In addition, if the Merger Agreement is terminated, in certain circumstances, we could be required to pay to Solstice a termination fee of $376,000,000 (the “Company Termination Fee”). In such circumstances, we may be required to use available cash, including by drawdown on our revolving credit facility, that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.
Securities class action and derivative lawsuits may be brought against us in connection with the Solstice Transaction, which could result in substantial costs.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. As such, litigation may be filed against the board of directors in connection with the Solstice Transaction, including putative stockholder complaints or stockholder class action complaints. Such litigation, the outcome of which is uncertain, could divert the attention of the Company's management and employees from its day-to-day business, otherwise adversely affect the Company’s business, results of operations and financial condition, result in material adverse judgments or settlements and delay or prevent the completion of the Solstice Transaction.
The market value of the Solstice common stock that Company stockholders will receive in the Solstice Transaction may
fluctuate materially and may be less than expected.
Because the value of the consideration in the Solstice Transaction depends in part on the market price of Solstice common stock, which may be volatile and subject to market and other factors outside of our control, there can be no assurance regarding the value that Company stockholders will ultimately receive. The market price of Solstice common stock may be affected by factors relating to Solstice, the Solstice Transaction, the anticipated benefits of the Solstice Transaction, the combined company’s future prospects and results of operations, general market and economic conditions, and other factors. As a result, the value of the stock consideration may increase or decrease prior to or following completion of the Solstice Transaction.
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While the Solstice Transaction is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations and financial condition.
We have expended, and continue to expend, significant management time and resources in an effort to complete the Solstice Transaction, which may have a negative impact on our ongoing business and operations. We have incurred, and expect to continue to incur, significant transaction-related costs regardless of whether the Solstice Transaction is completed. Uncertainty regarding the outcome of the Solstice Transaction and our future could disrupt our business relationships with our existing and potential customers, suppliers, distributors, vendors and other business partners, who may attempt to negotiate changes to existing business relationships or consider entering into business relationships with parties other than us. Uncertainty regarding the outcome of the Solstice Transaction could also adversely affect our ability to recruit and retain key personnel and other employees.
In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Solstice Transaction, we may be unable (without Solstice's prior written consent, not to be unreasonably withheld, conditioned or delayed), during the pendency of the Solstice Transaction, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial, and such restrictions may cause the Company to forego certain opportunities we might otherwise pursue. Further, the Merger Agreement contains provisions, including the “no solicitation” provisions and the Company Termination Fee, that could discourage a potential competing acquirer of the Company from making a competing proposal more favorable to us than the Solstice Transaction.
The occurrence of any of these events, individually or in combination, could have a material and adverse effect on our business, results of operations and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
Director and Officer 10b5-1 Trading Arrangements
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Item 6. Exhibits
The following exhibits are filed or furnished as part of this Quarterly Report:
| Exhibit Number | Description | ||||
| 2.1 | Agreement and Plan of Merger, dated as of July 6, 2026, by and among the Company, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC,(filed as Exhibit 2.1 of the Current Report on Form 8-K/A filed on July 8, 2026, and incorporated herein by reference) | ||||
| 3.1(a) | Certificate of Incorporation dated January 22, 2014 (filed as Exhibit 3.1 of Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference) | ||||
| 3.1(b) | Certificate of Amendment of Certificate of Incorporation dated June 12, 2014 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference) | ||||
| 3.1(c) | Certificate of Amendment of Certificate of Incorporation dated January 31, 2019 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2019, and incorporated herein by reference) | ||||
| 3.2 | Amended and Restated By-laws dated April 25, 2023 (filed as Exhibit 3.2 of the Quarterly Report on Form 10-Q filed on April 27, 2023, and incorporated herein by reference) | ||||
| 10.1* | Amendment to Advisory Services Agreement, effective as of May 5, 2026, between the Company and Mariposa Capital, LLC | ||||
| 10.2* | Letter Agreement, dated July 6, 2026, between the Company and John E. Capps | ||||
| 31.1* | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002 | ||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL** | Inline XBRL Extension Calculation Linkbase Document | ||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101. INS** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents | ||||
| 104** | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibits 101) | ||||
** Furnished herewith.
*** Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this July 28, 2026.
| ELEMENT SOLUTIONS INC | ||||||||
| By: | /s/ Michael Russnok | |||||||
| Michael Russnok | ||||||||
| Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
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