Mounting losses and debt defaults pressure Trinseo (OTC: TSEOF) after NYSE delisting
Trinseo PLC reported a challenging first quarter of 2026 marked by deep losses, heavy cash burn, and serious balance sheet stress. Net sales were $724.7 million, down from $784.8 million a year earlier, and the Company recorded a net loss of $115.9 million, or $3.20 per share, versus a $79.0 million loss.
Operating activities used $232.9 million of cash, and liquidity stood at $114.2 million as of March 31, 2026. Trinseo ended the quarter with $2.77 billion of debt and an accumulated deficit of $1,455.2 million, resulting in a shareholders’ deficit of $1,222.9 million.
The Company elected not to make certain interest payments, causing events of default that accelerated its major debt facilities and led to reclassification of essentially all borrowings as current. Management concluded that substantial doubt about Trinseo’s ability to continue as a going concern exists within one year, even as it pursues restructuring of its capital structure and obtained temporary waivers and amendments.
Trinseo remains active in multi‑year restructuring programs focused on plant closures and cost reductions, with additional charges expected. Separately, its ordinary shares were delisted from the NYSE effective March 30, 2026 and now trade over the counter under the symbol TSEOF.
Positive
- None.
Negative
- Going concern uncertainty: Management concludes that substantial doubt exists about Trinseo’s ability to continue as a going concern within one year, citing ongoing operating losses, significant cash outflows, and heavy indebtedness.
- Debt defaults and accelerated maturities: Failure to make scheduled interest payments under the Senior Credit Agreement and 2L Notes Indenture caused events of default and cross‑defaults, accelerating major debt facilities and leading to classification of virtually all $2.77 billion of debt as current.
- Weak earnings and high interest burden: Q1 2026 net sales fell to $724.7 million from $784.8 million, while net loss widened to $115.9 million and interest expense increased to $78.7 million, pressuring already thin gross profit.
- Severe cash burn and negative equity: Operating activities used $232.9 million of cash in Q1 2026 and shareholders’ equity was a deficit of $1,222.9 million, reflecting a highly leveraged and balance‑sheet‑impaired position.
- NYSE delisting: The NYSE commenced delisting proceedings in March 2026, and Trinseo’s ordinary shares were delisted effective March 30, 2026, now trading over the counter as TSEOF, which can impair trading liquidity and visibility.
Insights
Debt defaults, accelerated maturities and thin liquidity create acute refinancing risk for Trinseo.
Trinseo ended March 31, 2026 with total debt of $2.77 billion and liquidity of only $114.2 million. After the Company elected not to make interest payments under its Senior Credit Agreement and 2L Notes Indenture, events of default triggered cross‑defaults across key facilities.
As a result, substantially all borrowings, including the 2028 Refinance Term Loans, 2028 Term Loan B, 2029 Refinance Senior Notes, OpCo Super‑Priority Revolver and the Accounts Receivable Securitization Facility, were reclassified as current. Temporary waivers and amendments limit enforcement until dates in April 2026, but do not remove default status.
Management explicitly states that substantial doubt about Trinseo’s ability to continue as a going concern exists within one year of issuing these statements. The Company is negotiating with lenders and considering restructuring alternatives, including potential in‑court processes if no consensual transaction or replacement financing is achieved.
Persistent losses, negative equity and delisting severely undermine Trinseo’s equity value case.
Trinseo posted a Q1 2026 net loss of $115.9 million on net sales of $724.7 million, with gross profit only $61.7 million and interest expense of $78.7 million. Shareholders’ equity was a negative $1,222.9 million, reflecting an accumulated deficit of $1,455.2 million.
Cash used in operating activities reached $232.9 million, forcing heavier reliance on secured borrowing. At the same time, Trinseo’s ordinary shares were delisted from the NYSE effective March 30, 2026 and now trade over the counter as TSEOF, which typically reduces liquidity and index participation.
Management continues extensive restructuring programs, including plant closures in Germany and Italy and asset optimization across multiple years. While aimed at cost savings, these actions add restructuring charges and asset retirement obligations in the near term, and the filing notes the possibility of future non‑cash goodwill impairments if weak conditions persist.
Key Figures
Key Terms
going concern financial
events of default financial
Accounts Receivable Securitization Facility financial
OpCo Super-Priority Revolver financial
asset retirement obligation financial
Payment in kind election financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
(
(Registrant’s telephone number)
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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
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Large accelerated filer | ◻ | ☒ | | | |
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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
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of Each Class | Trading symbol | Name of Exchange on which registered |
N/A* |
As of April 24, 2026, there were
*On March 18, 2026, the NYSE filed a Form 25 relating to the delisting from the NYSE of our ordinary shares. The delisting became effective on March 30, 2026. The ordinary shares will continue to trade over the counter under the symbol “TSEOF.”
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TABLE OF CONTENTS
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Part I | | Financial Information | | | |
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Item 1. | | Financial Statements | | 5 | |
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| | Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited) | | 5 | |
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| | Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited) | | 6 | |
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| | Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (Unaudited) | | 7 | |
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| | Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 (Unaudited) | | 8 | |
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| | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited) | | 9 | |
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| | Notes to Condensed Consolidated Financial Statements (Unaudited) | | 10 | |
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Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 34 | |
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Item 3. | | Quantitative and Qualitative Disclosures about Market Risk | | 43 | |
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Item 4. | | Controls and Procedures | | 43 | |
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Part II | | Other Information | | | |
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Item 1. | | Legal Proceedings | | 43 | |
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Item 1A. | | Risk Factors | | 44 | |
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Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 44 | |
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Item 3. | | Defaults Upon Senior Securities | | 44 | |
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Item 4. | | Mine Safety Disclosures | | 44 | |
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Item 5. | | Other Information | | 44 | |
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Item 6. | | Exhibits | | 44 | |
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Exhibit Index | | | | | |
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Signatures | | | | | |
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Trinseo PLC
Quarterly Report on Form 10-Q
For the quarterly period ended March 31, 2026
Unless otherwise indicated or required by context, as used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the term “Trinseo PLC” refers to Trinseo PLC (OTC: TSEOF), a public limited company existing under the laws of Ireland, and not its subsidiaries. The terms “Trinseo,” the “Company,” “we,” “us” and “our” refer to Trinseo PLC and its consolidated subsidiaries, taken as a consolidated entity. All financial data provided in this Quarterly Report is the financial data of Trinseo PLC, unless otherwise indicated. Prior to the formation of the Company, our business was wholly owned by The Dow Chemical Company (together with other affiliates, “Dow”).
Definitions of capitalized terms not defined herein appear within our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026.
Cautionary Note on Forward-Looking Statements
This Quarterly Report contains, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” ”estimate,” “see,” “outlook,” “will,” “may,” “might,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would,” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy, our current indebtedness and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
Specific factors that may cause future results to differ from those expressed by the forward-looking statements, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, our ability to continue as a going concern; ongoing discussions with our financial stakeholders; our significant levels of indebtedness, ability to service our debt, meet our debt covenants or obtain amendments, waivers or forbearances; unexpected payment obligations or liabilities which could create liquidity challenges; conditions in the global economy and capital markets, including persistent decreased customer demand and the impact of tariffs on global trade relations; our ability to successfully generate cost savings through restructuring and cost reduction initiatives; our ability to successfully execute our business and transformation strategy; increased costs or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed in our Annual Report filed with the SEC on March 13, 2026 under Part I, Item IA— “Risk Factors,” within this Quarterly Report and in other filings and furnishings made by the Company with the SEC from time to time.
As a result of these or other factors, our actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on these forward-looking statements. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Investor Relations section of our website, www.trinseo.com, as soon as reasonably practicable after the reports are electronically filed or furnished with the SEC. We provide this website and information contained in or connected to it for informational purposes only. That information is not a part of this Quarterly Report.
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PART I —FINANCIAL INFORMATION
Item 1. Financial Statements
TRINSEO PLC
Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net of allowances (March 31, 2026: $ | | | | | | |
Inventories | |
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Other current assets | |
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Total current assets | |
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Investments in unconsolidated affiliate | |
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Property, plant and equipment, net of accumulated depreciation (March 31, 2026: $ | |
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Other assets | | | | | | |
Goodwill | |
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Other intangible assets, net | |
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Right-of-use assets – operating, net | | | | | | |
Deferred income tax assets | |
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Deferred charges and other assets | |
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Total other assets | |
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Total assets | | $ | | | $ | |
Liabilities and shareholders’ equity (deficit) | | | | | | |
Current liabilities | | | | | | |
Short-term borrowings and current portion of long-term debt | | $ | | | $ | |
Accounts payable | |
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Current lease liabilities – operating | | | | | | |
Income taxes payable | |
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Accrued expenses and other current liabilities | |
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Total current liabilities | |
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Noncurrent liabilities | | | | | | |
Long-term debt, net of unamortized deferred financing fees | |
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Noncurrent lease liabilities – operating | | | | | | |
Deferred income tax liabilities | |
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Other noncurrent obligations | |
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Total noncurrent liabilities | |
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Commitments and contingencies (Note 13) | | | | | | |
Shareholders’ equity (deficit) | | | | | | |
Ordinary shares, $ | | | | | | |
Preferred shares, € | | | — | | | — |
Deferred ordinary shares, € | | | — | | | — |
Additional paid-in-capital | |
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Treasury shares, at cost (March 31, 2026: | | | ( | | | ( |
Accumulated deficit | |
| ( | |
| ( |
Accumulated other comprehensive loss | |
| ( | |
| ( |
Total shareholders’ equity (deficit) | |
| ( | |
| ( |
Total liabilities and shareholders’ equity (deficit) | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net sales | | $ | | | $ | |
Cost of sales | |
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Gross profit | |
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Selling, general and administrative expenses | |
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Equity in earnings (losses) of unconsolidated affiliate | |
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Operating loss | |
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Interest expense, net | |
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Other expense (income), net | |
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Loss before income taxes | |
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Provision for income taxes | |
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Net loss | | $ | ( | | $ | ( |
Weighted average shares‒basic | | | | | | |
Net loss per share‒basic: | | $ | ( | | $ | ( |
Weighted average shares‒diluted | |
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Net loss per share‒diluted: | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net loss | | $ | ( | | $ | ( |
Other comprehensive income (loss), net of tax: | |
| | | | |
Cumulative translation adjustments | | | ( | | | |
Net loss on cash flow hedges (net of tax of $ | | | — | | | — |
Pension and other postretirement benefit plans: | | | | | | |
Net gain arising during period | | | | | | — |
Amounts reclassified from accumulated other comprehensive loss | | | ( | | | ( |
Total other comprehensive income (loss), net of tax | |
| ( | |
| |
Comprehensive loss | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares | | Shareholders' Equity (Deficit) | |||||||||||||||||||||||
| | Ordinary Shares Outstanding | | Treasury Shares | | Deferred Ordinary Shares | | Ordinary Shares | | Deferred Ordinary Shares | | Additional | | Treasury Shares | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total | |||||||
Balance at December 31, 2025 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss |
| — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Other comprehensive loss |
| — | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Share-based compensation activity |
| | | — | | — | | | — | | | — | | | | | | — | | | — | | | — | | | |
Balance at March 31, 2026 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Balance at December 31, 2024 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss |
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Other comprehensive income |
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Share-based compensation activity |
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Dividends on ordinary shares ($ | | — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at March 31, 2025 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities | | | | | | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | |
Depreciation and amortization | |
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Amortization of deferred financing fees and issuance discount (premium) | |
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Deferred income tax | |
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Share-based compensation expense | |
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(Earnings) losses of unconsolidated affiliate, net of dividends | |
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Unrealized net (gain) loss on foreign exchange forward contracts | |
| ( | |
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Unrealized net loss on commodity economic swap contracts | | | | | | |
Pension curtailment and settlement gain | | | ( | | | — |
Loss on extinguishment of long-term debt | |
| — | | | |
Changes in assets and liabilities | | | | | | |
Accounts receivable | |
| ( | |
| ( |
Inventories | |
| ( | |
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Accounts payable and other current liabilities | |
| ( | |
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Income taxes payable | |
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Other assets, net | |
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Other liabilities, net | |
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Cash used in operating activities | | | ( | | | ( |
Cash flows from investing activities | | | | | | |
Capital expenditures | |
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| ( |
Proceeds from the sale of other assets | |
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| — |
Cash used in investing activities | | | ( | | | ( |
Cash flows from financing activities | | | | | | |
Deferred financing fees | |
| — | |
| ( |
Short-term borrowings, net | |
| ( | |
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Dividends paid | | | ( | | | ( |
Withholding taxes paid on restricted share units | | | ( | | | — |
Net proceeds from issuance of 2028 Refinance Term Loans | | | — | | | |
Repayments of 2025 Senior Notes | | | — | | | ( |
Repurchases and repayments of long-term debt | | | ( | | | ( |
Proceeds from Accounts Receivable Securitization Facility | |
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Repayments of Accounts Receivable Securitization Facility | |
| — | |
| ( |
Proceeds from Revolving Facility | | | | | | — |
Repayments of Revolving Facility | | | ( | | | — |
Cash provided by financing activities | |
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Effect of exchange rates on cash | |
| ( | |
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Net change in cash, cash equivalents, and restricted cash | |
| ( | |
| ( |
Cash, cash equivalents, and restricted cash—beginning of period | |
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Cash, cash equivalents, and restricted cash—end of period | | $ | | | $ | |
Less: Restricted cash | | | | | | |
Cash and cash equivalents—end of period | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC
Notes to Condensed Consolidated Financial Statements
(Dollars in millions, unless otherwise stated)
(Unaudited)
NOTE 1—BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of Trinseo PLC and its subsidiaries (the “Company”) as of and for the periods ended March 31, 2026 and 2025 were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are considered necessary for the fair statement of the results for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures normally provided in annual financial statements, and therefore, these statements should be read in conjunction with the 2025 audited consolidated financial statements included within the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026.
The Company’s condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts and related disclosures as of and for the period ended March 31, 2026. However, actual results could differ from these estimates and assumptions.
The December 31, 2025 condensed consolidated balance sheet data presented herein was derived from the Company’s December 31, 2025 audited consolidated financial statements but does not include all disclosures required by GAAP for annual periods.
Going Concern
In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company evaluated whether conditions and events raise substantial doubt about its ability to continue as a going concern within one year after the issuance of these consolidated financial statements.
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had liquidity of $
During the three months ended March 31, 2026, the Company elected not to make certain interest payments, and the applicable grace periods under the Senior Credit Agreement and 2L Notes Indenture expired without payment. The nonpayment of interest or principal beyond the applicable grace periods constituted events of default under those agreements and triggered cross defaults under the Refinance Credit Agreement, OpCo Super-Priority Revolver and AR Securitization Facility. As a result, the maturity of the related debt was accelerated and became immediately payable.
The holders of the notes issued under the 2L Notes Indenture are subject to the terms of an intercreditor agreement, pursuant to which such noteholders are prohibited from enforcing any collection action against the collateral securing such notes for a period of
As a result of these factors, the Company concluded that substantial doubt about its ability to continue as a going
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concern existed as of the issuance of the prior Form 10-K and continues to exist within one year after the issuance of these condensed consolidated financial statements.
Potential Restructuring of Our Indebtedness
We have been reviewing a number of potential alternatives regarding our outstanding indebtedness. These alternatives include refinancings, exchange offers, consent solicitations, the issuance of new indebtedness, amendments to the terms of our existing indebtedness and/or other transactions. We are currently in active discussions with holders of our indebtedness and have engaged outside advisors with respect to these alternatives. Additionally, in January 2026, the Company appointed
Among these alternatives is a restructuring that would, on a consensual or nonconsensual basis, seek to modify the terms of substantially all of our outstanding indebtedness. We may offer to exchange the indebtedness under our 2028 Refinance Term Loans, 2028 Term Loan B, OpCo Super-Priority Revolver or 2029 Refinance Senior Notes for new debt and/or equity securities of our parent and/or subsidiary companies. In conjunction with any such transactions, we may seek consents to amend the documents governing our indebtedness to amend or eliminate certain covenants or collateral provisions. Because the terms of any such transactions will be subject to negotiations with the holders of our indebtedness, they may differ materially from those described above and are, to a large extent, outside of our control. There can be no assurance that we will be able to complete any such transactions, and, as no decision with respect to the terms of any such transactions has been made, we may decide not to pursue any such transactions. If we are unable or elect not to complete any such transactions, or if the Company is unable to obtain additional necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations, in which case the Company may pursue a process to restructure its indebtedness through an in-court process. We continue to focus on our initiatives to drive operational performance, maintain safe manufacturing processes, retain talent in our organization and continue our objective to become a specialties materials provider.
On April 10, 2026, the Company executed an amendment to its Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $
These accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary course of business. As such, they do not include any adjustments to the recoverability and reclassification of recorded amounts that might be necessary should the Company be unable to continue as a going concern. Refer to Note 10 for additional information.
New York Stock Exchange Delisting Notification
On March 2, 2026, we received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that they determined to commence proceedings to delist the Company’s ordinary shares and on March 18, 2026 the NYSE filed a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE. The delisting became effective ten days following the filing of Form 25.
NOTE 2—RECENT ACCOUNTING GUIDANCE
As of March 31, 2026, there were no recently issued accounting standards which would have a material effect on the Company’s condensed consolidated financial statements.
NOTE 3—NET SALES
Refer to the Annual Report for information on the Company's accounting policies and further background related to its net sales.
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The following table provides disclosure of net sales to external customers by primary geographical market (based on the location where sales originated), by segment for the three months ended March 31, 2026 and 2025.
| | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | | | |||
Three Months Ended | | Materials | | Binders | | Solutions | | Total | ||||
March 31, 2026 | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Europe | |
| | |
| | |
| | |
| |
Asia-Pacific | |
| | |
| | |
| | |
| |
Rest of World | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
March 31, 2025 | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Europe | |
| | |
| | |
| | |
| |
Asia-Pacific | |
| | |
| | |
| | |
| |
Rest of World | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
NOTE 4—RESTRUCTURING ACTIVITIES
Refer to the Annual Report for further details regarding the Company’s previously announced restructuring activities included in the tables below. Restructuring charges are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations.
2025 Restructuring Plan
On October 2, 2025, the Company approved a restructuring plan to permanently close its methyl methacrylate production operations in Rho, Italy and its acetone cyanohydrin production operations in Porto Marghera, Italy (the “MMA Restructuring Plan”). The MMA Restructuring Plan is intended to streamline the company’s MMA production network and exit underperforming assets.
On December 5, 2025, the Company approved a restructuring plan to permanently close its polystyrene production operations in Schkopau, Germany with consolidation of remaining PS operations in Tessenderlo, Belgium.
The Company recorded net pre-tax restructuring charges of $
The Company expects to incur incremental contract termination charges of $
The following table summarizes the charges by segment related to the 2025 Restructuring Plan:
| | | |
| | Three Months Ended | |
| | March 31, | |
2025 Restructuring Plan Charges by Segment | | 2026 | |
Engineered Materials | | $ | |
Polymer Solutions | | | |
Total | | $ | |
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The following table is a summary of charges incurred related to the 2025 Restructuring Plan:
| | | |
| | Three Months Ended | |
| | March 31, | |
2025 Restructuring Plan Charges | | 2026 | |
Severance and related benefit costs | | $ | — |
Asset related charges | | | |
Contract terminations | | | |
Total | | $ | |
At March 31, 2026 and December 31, 2025, total liabilities related to the 2025 Restructuring Plan includes $
The following table summarizes the activities related to the 2025 Restructuring Plan:
| | | | | | | | | | | | |
2025 Restructuring Plan | | Severance and Related Benefit Cost | | Asset Related Charges (2) | | Contract Terminations | | Total | ||||
Reserve balance at December 31, 2025 | | $ | | | $ | — | | $ | | | $ | |
Restructuring charges | | | — | | | | | | | | | |
Payments (1) | | | ( | | | — | | | ( | | | ( |
Asset write-offs | | | — | | | ( | | | — | | | ( |
Reserve balance at March 31, 2026 | | $ | | | $ | — | | $ | | | $ | |
| (1) | Includes immaterial impacts of foreign currency remeasurement. |
| (2) | Does not include $ |
2024 Restructuring Plan and Stade Shutdown
On September 26, 2024, the Board of Directors of the Company approved a restructuring plan (“2024 Restructuring Plan”) designed to reduce costs by streamlining commercial and operational activities and to further improve profitability and better position the Company for longer term growth and cash flow generation. The 2024 Restructuring Plan included: (i) combining the management of Engineered Materials, Plastics Solutions and Polystyrene businesses, (ii) a reduction in workforce of supporting functions, and (iii) the exit of virgin polycarbonate production at its Stade, Germany production facility. On November 13, 2024, the Company announced its decision to exit its Stade, Germany polycarbonate plant (“Stade Shutdown”).
The Company recorded net pre-tax restructuring charges of $
The Company expects to incur incremental contract terminations of $
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The following table summarizes the charges (credits) incurred by segment related to the 2024 Restructuring Plan and Stade Shutdown:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2024 Restructuring Plan and Stade Shutdown Charges (Credits) by Segment | | 2026 | | 2025 | ||
Engineered Materials | | $ | — | | $ | ( |
Latex Binders | | | — | | | — |
Polymer Solutions | | | | | | |
Corporate (1) | | | — | | | |
Total | | $ | | | $ | |
| (1) | The charges related to this restructuring plan that were not allocated to a specific segment were included within Corporate as unallocated charges. |
The following table is a summary of charges (credits) incurred related to the 2024 Restructuring Plan and Stade Shutdown:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2024 Restructuring Plan and Stade Shutdown Charges (Credits) | | 2026 | | 2025 | ||
Severance and related benefit costs (credits) | | $ | | | $ | ( |
Asset related charges | | | | | | |
Contract terminations | | | | | | |
Total | | $ | | | $ | |
At March 31, 2026 and December 31, 2025, total liabilities related to the 2024 Restructuring Plan and Stade Shutdown were $
The following table summarizes the activities related to the 2024 Restructuring Plan and Stade Shutdown:
| | | | | | | | | | | | |
2024 Restructuring Plan and Stade Shutdown | | Severance and Related Benefit Cost | | Asset Related Charges (2) | | Contract Terminations | | Total | ||||
Reserve balance at December 31, 2025 | | $ | | | $ | — | | $ | — | | $ | |
Restructuring charges | | | | | | — | | | | | | |
Payments (1) | | | ( | | | — | | | ( | | | ( |
Asset write-offs | | | — | | | — | | | — | | | — |
Reserve balance at March 31, 2026 | | $ | | | $ | — | | $ | — | | $ | |
| (1) | Includes immaterial impacts of foreign currency remeasurement. |
| (2) | Excludes $ |
2023 Asset Optimization and Corporate Restructuring
On August 23, 2023, the Company announced a restructuring plan (“2023 Asset Optimization and Corporate Restructuring plan”) to optimize its polymethyl methacrylates (“PMMA”) sheet network, primarily in Europe, consolidate manufacturing operations and certain other workforce reductions to streamline its general & administrative network. The Asset Optimization and Corporate Restructuring plan includes closure of certain plants and product lines. On October 26, 2023, the Company approved additional actions.
The Company recorded net pre-tax restructuring charges of $
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million of asset related charges, and $
The following table summarizes the charges (credits) incurred by segment related to the 2023 Asset Optimization and Corporate Restructuring plan:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2023 Asset Optimization and Corporate Restructuring Plan Charges (Credits) by Segment | | 2026 | | 2025 | ||
Engineered Materials | | $ | — | | $ | |
Polymer Solutions | | | | | | |
Corporate (1) | | | — | | | ( |
Total | | $ | | | $ | |
| (1) | The charges related to this restructuring plan that were not allocated to a specific segment were included within Corporate as unallocated charges. |
The following table is a summary of charges incurred related to the 2023 Asset Optimization and Corporate Restructuring plan:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2023 Asset Optimization and Corporate Restructuring Plan Charges | | 2026 | | 2025 | ||
Severance and related benefit costs | | $ | — | | $ | |
Asset related charges | | | | | | |
Contract terminations | | | — | | | — |
Total | | $ | | | $ | |
At March 31, 2026 and December 31, 2025, total liabilities related to the Asset Optimization and Corporate Restructuring were $
The following table summarizes the activities related to the 2023 Asset Optimization and Corporate Restructuring plan:
| | | | | | | | | | | | |
2023 Asset Optimization and Corporate Restructuring Plan | | Severance and Related Benefit Cost | | Asset Related Charges | | Contract Terminations | | Total | ||||
Reserve balance at December 31, 2025 | | $ | | | $ | — | | $ | — | | $ | |
Restructuring charges | | | — | | | | | | — | | | |
Payments (1) | | | — | | | ( | | | — | | | ( |
Reserve balance at March 31, 2026 | | $ | | | $ | — | | $ | — | | $ | |
| (1) | Includes immaterial impacts of foreign currency remeasurement. |
2022 Asset Restructuring Plan
In December 2022, the Company announced a restructuring plan designed to reduce costs, improve profitability, reduce exposure to cyclical markets and elevated natural gas prices, and address market overcapacity (“Asset Restructuring Plan”). The Asset Restructuring Plan encompassed closure of certain underperforming or uncompetitive plants and product lines, including (i) closure of manufacturing operations at the styrene production facility in Boehlen,
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Germany, (ii) closure of one of its production lines at the Stade, Germany polycarbonate plant, and (iii) closure of the PMMA sheet manufacturing site in Matamoros, Mexico.
The Company recorded net pre-tax restructuring charges of $
Substantially all payments for severance and related benefit costs have been paid, the Company expects to incur an incremental $
The following table summarizes the charges (credits) incurred by segment related to the 2022 Asset Restructuring Plan:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2022 Asset Restructuring Plan Charges (Credits) by Segment | | 2026 | | 2025 | ||
Engineered Materials | | $ | — | | $ | ( |
Polymer Solutions | | | | | | ( |
Total | | $ | | | $ | ( |
The following table is a summary of charges (credits) incurred related to the 2022 Asset Restructuring Plan:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
2022 Asset Restructuring Plan Charges (Credits) by Segment | | 2026 | | 2025 | ||
Severance and related benefit costs (credits) | | $ | — | | $ | ( |
Asset related charges (credits) (1) | | | | | | ( |
Contract terminations | | | | | | |
Total | | $ | | | $ | ( |
| (1) | Asset related charges (credits) include activities related to an asset retirement obligation at Boehlen, Germany. For the three months ended March 31, 2025, the Company recorded a credit of $( |
At March 31, 2026 and December 31, 2025, total liabilities related to the Asset Restructuring Plan were $
The following table summarizes the activities related to the 2022 Asset Restructuring Plan:
| | | | | | | | | | | | |
2022 Asset Restructuring Plan | | Severance and Related Benefit Cost | | Asset Related Charges | | Contract Terminations | | Total | ||||
Reserve balance at December 31, 2025 | | $ | | | $ | — | | $ | — | | $ | |
Restructuring charges | | | — | | | | | | | | | |
Payments (1) | | | ( | | | ( | | | ( | | | ( |
Reserve balance at March 31, 2026 | | $ | | | $ | — | | $ | — | | $ | |
| (1) | Includes immaterial impacts of foreign currency remeasurement. |
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NOTE 5—INCOME TAXES
| | | | | | | |
| | Three Months Ended | | ||||
| | March 31, | | ||||
| | 2026 | | 2025 | | ||
Provision for income taxes | | $ | | | $ | | |
Effective income tax rate | | | ( | % | | ( | % |
Provision for income taxes for the three months ended March 31, 2026 totaled $
The main driver of the increase in the effective income tax rate for the three months ended March 31, 2026 compared to the prior year was the geographical mix of earnings.
The Organization of Economic Co-operation and Development’s (“OECD”) Global Anti-Base Erosion (“GloBE”) rules under Pillar Two have been enacted by the European Union and other countries in which the Company operates. Based on the current rules as enacted, including the new Side-by-Side package release by the OECD in January 2026, there was not a material impact to tax expense for any period presented. The Company will continue to monitor and evaluate evolving tax legislation in the jurisdictions in which we operate.
NOTE 6—EARNINGS PER SHARE
Basic earnings per ordinary share (“basic EPS”) is computed by dividing net income available to ordinary shareholders by the weighted average number of the Company’s ordinary shares outstanding for the applicable period. Diluted earnings per ordinary share (“diluted EPS”) is calculated using net income available to ordinary shareholders divided by diluted weighted average ordinary shares outstanding during each period, which includes unvested RSUs, option awards, and PSUs. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a net loss because the inclusion of the potential ordinary shares would have an anti-dilutive effect.
The following table presents basic EPS and diluted EPS for the three months ended March 31, 2026 and 2025.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in millions, except per share data) | | 2026 | | 2025 | ||
Earnings: | | | | | | |
Net loss | | $ | ( | | $ | ( |
Shares: | | | | | | |
Weighted average ordinary shares outstanding | |
| | |
| |
Dilutive effect of RSUs, option awards, and PSUs (1) | |
| — | |
| — |
Diluted weighted average ordinary shares outstanding | |
| | |
| |
Loss per share: | | | | | | |
Loss per share‒basic | | $ | ( | | $ | ( |
Loss per share‒diluted | | $ | ( | | $ | ( |
| (1) | Refer to Note 15 for discussion of RSUs, option awards, and PSUs granted to certain Company directors and employees. As the Company recorded a net loss for the three months ended March 31, 2026 and March 31, 2025, potential shares related to equity-based awards have been excluded from the calculation of diluted EPS, as doing so would be anti-dilutive. |
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NOTE 7—INVENTORIES
Inventories consisted of the following:
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
Finished goods | | $ | | | $ | |
Raw materials and semi-finished goods | |
| | |
| |
Supplies | |
| | |
| |
Total | | $ | | | $ | |
NOTE 8—INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The Company maintains an investment in an unconsolidated affiliate, Americas Styrenics LLC (“Americas Styrenics,” a styrene and polystyrene joint venture with Chevron Phillips Chemical Company LP), which is accounted for using the equity method. The results of Americas Styrenics are included within its separate reporting segment.
Americas Styrenics is a privately held company; therefore, a quoted market price for its equity interests is not available. The summarized financial information of the Company’s unconsolidated affiliate is shown below.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Sales | | $ | | | $ | |
Gross profit | | $ | | | $ | |
Net income (loss) | | $ | | | $ | ( |
As of March 31, 2026 and December 31, 2025, the Company’s investment in Americas Styrenics was $
NOTE 9—GOODWILL
The following table shows changes in the carrying amount of goodwill, by segment, from December 31, 2025 to March 31, 2026:
| | | | | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | Americas | | | | ||||
| | Materials | | Binders | | Solutions | | Styrenics | | Total | |||||
Balance at December 31, 2025 | | $ | | | $ | | | $ | | | $ | — | | $ | |
Foreign currency impact | |
| ( | | | ( | | | ( | | | — | |
| ( |
Balance at March 31, 2026 | | $ | | | $ | | | $ | | | $ | — | | $ | |
As of March 31, 2026 and December 31, 2025, the reported balance of goodwill included accumulated impairment losses of $
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NOTE 10—DEBT & AVAILABLE FACILITIES
Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s debt structure discussed below. The Company was in compliance with all debt related covenants as December 31, 2025. During the three months ended March 31, 2026, the Company entered into certain amendments and limited waivers with lenders under certain of its credit facilities and elected not to make certain interest payments upon the expiration of the grace period for payment of interest under the Company’s Senior Credit Agreement and 2L Notes Indenture (each, as defined below). The Company extended the limited waivers on the AR Securitization Facility on April 14, 2026 to temporarily waive certain acceleration and collateral enforcement rights and remedies until April 30, 2026. The nonpayment of interest or principal beyond the applicable grace period(s) constituted events of default under the Senior Credit Agreement and the 2L Notes Indenture and triggered a cross default under the Refinance Credit Agreement, OpCo Super-Priority Revolver and AR Securitization Facility. As a result, as of March 31, 2026, the Company classified all of its outstanding debt balance as current due to the related events of default.
The Company is continuing to negotiate with its financial stakeholders regarding its capital structure. There can be no assurance that the Company will reach an agreement with its financial stakeholders regarding its capital structure or that any particular transaction will be pursued or consummated.
As of March 31, 2026 and December 31, 2025, outstanding debt facilities consisted of the following:
| | | | | | | | | | | | | | | | | | | |
| | | | | | March 31, 2026 | |||||||||||||
| | Interest Rate as of | | Maturity Date | | Par Value | | Unamortized Debt Premium and (Discount) (1) | | Carrying Value | | Unamortized Deferred Financing Fees (2) | | Total Debt, Less Unamortized Deferred Financing Fees | |||||
2029 Refinance Senior Notes (3) | | | May 2029 | | $ | | | $ | | | $ | | | $ | ( | | $ | | |
Senior Credit Facility | | | | | | | | | | | | | | | | | | | |
2028 Term Loan B | | | May 2028 | | | | | | ( | | | | | | ( | | | | |
OpCo Super-Priority Revolver (4) | | Various | | February 2028 | | | | | | — | | | | | | — | | | |
2028 Refinance Term Loans | | | May 2028 | | | | | | ( | | | | | | ( | | | | |
Accounts Receivable Securitization Facility (5) | | Various | | January 2028 | | | | | | — | | | | | | — | | | |
Other indebtedness | | Various | | Various | | | | | | — | | | | | | — | | | |
Total debt | | | | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Less: current portion (6) | | | | | | | | | | | | | | | | | | | ( |
Total long-term debt, net of unamortized deferred financing fees | | $ | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | December 31, 2025 | |||||||||||||
| | Interest Rate as of | | Maturity Date | | Par Value | | Unamortized Debt Premium and (Discount) (1) | | Carrying Value | | Unamortized Deferred Financing Fees (2) | | Total Debt, Less Unamortized Deferred Financing Fees | |||||
2029 Refinance Senior Notes (3) | | | May 2029 | | $ | | | $ | | | $ | | | $ | ( | | $ | | |
Senior Credit Facility | | | | | | | | | | | | | | | | | | | |
2028 Term Loan B | | 6.584% | | May 2028 | | | | | | ( | | | | | | ( | | | |
OpCo Super-Priority Revolver (4) | | Various | | February 2028 | | | | | | — | | | | | | — | | | |
2028 Refinance Term Loans | | 12.412% | | May 2028 | | | | | | ( | | | | | | ( | | | |
Accounts Receivable Securitization Facility (5) | | Various | | January 2028 | | | | | | — | | | | | | — | | | |
Other indebtedness | | Various | | Various | | | | | | — | | | | | | — | | | |
Total debt | | | | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Less: current portion (6) | | | | | | | | | | | | | | | | | | | ( |
Total long-term debt, net of unamortized deferred financing fees | | $ | 2,332.5 | ||||||||||||||||
| (1) | This caption includes various original issue accounting adjustments related to original issue premium and discounts, |
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| all of which are amortized to interest expense using the straight-line method over the related instrument’s contractual term. |
The Company recorded a debt premium equal to the difference between the carrying value of the exchanged debt and the principal amount of the
The 2028 Term Loan B was issued at a
The 2028 Refinance Term Loans were issued at a
| (2) | This caption does not include deferred financing fees related to the Company’s revolving facilities, which are included within “Deferred charges and other assets” on the condensed consolidated balance sheets. |
| (3) | The 2029 Senior Notes were partially exchanged on January 17, 2025 for the 2029 Refinance Senior Notes and the remaining $ |
| (4) | Under the OpCo Super-Priority Revolver, the Company had a capacity of $ |
The OpCo Super-Priority Revolver features a springing covenant which applies when
| (5) | As of March 31, 2026, this facility had a borrowing capacity of $ |
As of December 31, 2025, this facility had a borrowing capacity of $
| (6) | The current portion of long-term debt as of March 31, 2026 was primarily related to the Company’s external debt instruments including the 2029 Refinance Senior Notes, the 2028 Term Loan B, the 2028 Refinance Term Loans, the OpCo Super-Priority Revolver and the AR Securitization Facility. As the Company was in default, as described above, the principal balances, unamortized debt premium and discounts, and unamortized deferred financing fees on the 2028 Refinance Term Loans, 2028 Term Loan B, and 2029 Refinance Senior Notes were reclassified to current portion of long-term debt as of March 31, 2026. |
The current portion of long-term debt as of December 31, 2025 was primarily related to $
2029 Refinance Senior Notes
On December 16, 2024, the Company commenced a private offer to exchange (the “Exchange Offer”) the Company’s 2029 Senior Notes for the 2029 Refinance Senior Notes. Upon completion of the Exchange Offer, the Company executed an indenture (the “2L Note Indenture”) pursuant to which they issued $
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the entire
On February 17, 2026, the Company elected to utilize a contractually-available 30-day grace period for the payment due under the 2L Note Indenture. The Company elected to delay its next interest payment on the 2029 Refinance Senior Notes in the amount of approximately $
The Company did not make the required interest payment by March 19, 2026, which resulted in an event of default under the 2L Note Indenture. Following an event of default the 2029 Refinance Senior Notes are subject to the terms of an intercreditor agreement which prohibits holders from enforcing any collection action against any collateral secured by the 2029 Refinance Senior Notes for
Senior Credit Facility 2028 Term Loans
On May 3, 2021, the Company entered into an amendment to the existing credit agreement dated as of September 6, 2017 to borrow a new tranche of term loans in an aggregate amount of $
On February 16, 2026, in connection with ongoing discussions with its financial stakeholders, the Company entered into an amendment (the “Amendment”) to the Senior Credit Facility governing our 2028 Term Loan B. The Amendment extended, through March 19, 2026, the grace period for any interest payment under the Senior Credit Facility. On February 27, 2026, the Company elected to utilize this contractually-available grace period and delayed the approximately $
The Company did not make the required interest payment by March 19, 2026, resulting in an event of default under the Senior Credit Facility. On March 19, 2026, the Company entered into an amendment and limited waiver (the “Senior Credit Facility Waiver”), pursuant to which, the requisite lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from the nonpayment of interest or principal beyond the applicable grace periods under the Senior Credit Agreement, the Refinance Credit Agreement, and the 2L Notes Indenture, and other related notice and cross-defaults, (ii) amend certain financial reporting and notice covenants, and (iii) amend certain other definitions, covenants and provisions.
OpCo Super-Priority Revolver
On January 17, 2025, certain subsidiaries of the Company entered into a credit agreement, pursuant to which the lenders thereunder provided a new super-priority revolving credit facility in an aggregate amount of $
On March 19, 2026, the Company entered into an amendment (the “Revolver Amendment”) to our OpCo Super-Priority Revolver, pursuant to which the lenders agreed to, among other things: (i) remove the anti-cash hoarding provisions, (ii) remove the minimum liquidity financial covenant, (iii) amend certain financial reporting and notice covenants, and (iv) amend certain other definitions, covenants and provisions.
Also on March 19, 2026, the Company also entered into an amendment and limited waiver to the OpCo Super-Priority Revolver (the “Revolver Waiver”). Under the Revolver Waiver the lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from the nonpayment of interest or principal beyond the applicable grace periods under the Refinance Credit Agreement, the Senior Credit Agreement, and the 2L Notes Indenture, as well as related notices and cross-defaults, and (ii) amend certain other provisions of the facility. In connection with the Revolver Waiver, the Borrowers agreed to pay certain lenders an in-kind consent fee equal to
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2028 Refinance Term Loans
On September 8, 2023, the Company entered into a Credit Agreement (the “2028 Refinance Credit Agreement”) which provides for a senior secured term loan facility of $
On March 19, 2026, the Company entered into an amendment and limited waiver (the “Refinance Credit Facility Waiver”), pursuant to which the requisite lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from nonpayment of interest or principal beyond the applicable grace periods under the Refinance Credit Agreement, the Senior Credit Agreement, and the 2L Notes Indenture, and other related notice and cross-defaults, (ii) amend certain financial reporting and notice covenants, and (iii) amend certain other definitions, covenants and provisions.. In connection with the Refinance Credit Facility Waiver, the borrowers under the Refinance Credit Agreement agreed to pay certain lenders an in-kind consent fee equal to
Accounts Receivable Securitization Facility
On July 18, 2024, the Company entered into a revolving credit facility (the “Accounts Receivable Securitization Facility”) for the securitization of trade receivables. The Accounts Receivable Securitization Facility has a maximum borrowing limit of $
On February 24, 2026, the Company entered into an amendment (the “First Amendment”) to our Accounts Receivable Securitization Facility. The First Amendment waives the requirement for certain compliance certificate deliverables.
On March 19, 2026, the Company entered into an amendment and limited waiver (the "Securitization Waiver"), pursuant to which, the requisite amount of lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 2, 2026, arising from the nonpayment of interest or principal beyond the applicable grace period under the Senior Credit Agreement, Refinance Credit Agreement and SuperPriority Revolver, and other related notice and cross-defaults, and (ii) amend certain financial reporting and notice covenants.
On April 10, 2026, the Company entered into an amendment and limited waiver pursuant to which, the requisite amount of lenders agreed to, among other things: (i) extend the temporary limited waiver of certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026 arising from the nonpayment of interest or principal beyond the applicable grace period under the Senior Credit Agreement, Refinance Credit Agreement and SuperPriority Revolver, and other related notice and cross-defaults, (ii) reduce the advance rate thereunder from
Compliance with Debt Covenants
On March 19, 2026, the Company entered into an amendments and limited waivers to our Refinance Credit Agreement and OpCo Super-Priority Revolver, pursuant to which, among other things, the lenders thereunder agreed to (i) remove the anti-cash hoarding provisions thereunder, (ii) remove the minimum liquidity financial covenant thereunder, (iii) amend certain financial reporting and notice covenants thereunder, and (iv) amend certain other definitions, covenants and provisions thereunder.
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Although no longer a requirement under the amended debt agreements, the Company determined it had Liquidity of $
Payment-in-kind Elections
Under the terms of the 2028 Refinance Credit Agreement, through September 8, 2025, the Company could, at its discretion, make a payment in kind election (“PIK Interest Election”) to convert a portion of the quarterly interest margin payable to principal, and the converted principal is subject to an additional
During the three months ended March 31, 2026 and the twelve months ended December 31, 2025, the Company executed the PIK Interest Election on the 2029 Refinance Senior Notes, to defer payment of a portion of the quarterly interest margin payable in the amount of $
The Company has deferred $
NOTE 11—FINANCIAL INSTRUMENTS AND DERIVATIVES
The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates, interest rate risk, and commodity price risk, in particular natural gas. To manage these risks, when possible, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts, interest rate swap agreements, and commodity swap agreements, forward contracts, or options. The Company does not hold or enter into financial instruments for trading or speculative purposes. All derivatives are recorded on the condensed consolidated balance sheets at fair value.
Foreign Exchange Forward Contracts
Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on its balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce this exposure, when possible, the Company also uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment and as a result, any mark-to-market fluctuations are recognized currently at each reporting date within loss before income taxes.
As of March 31, 2026, the Company had no open foreign exchange forward contracts.
Commodity Cash Flow Hedges & Commodity Economic Hedges
The Company purchases certain commodities, primarily natural gas, to operate facilities and generate heat and steam for various manufacturing processes, which purchases are subject to price volatility. In order to manage the risk of price fluctuations associated with these commodity purchases, as deemed appropriate, the Company may enter into commodity swaps, forward contracts, or options.
From time to time, the Company uses commodity swap agreements, which effectively convert a portion of its natural gas costs into a fixed rate obligation. These commodity derivatives are designated as cash flow hedges, and the contracts are marked-to-market at each reporting date, and any unrealized gains or losses are included in AOCI, to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes
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probable that the forecasted transaction will not occur. The Company had no open commodity cash flow hedges as of March 31, 2026.
The Company may also enter into certain commodity swap agreements to economically hedge the impact of these price fluctuations, which are not designated for hedge accounting treatment. There were
Summary of Derivative Instruments
The following table presents the effect of the Company’s derivative instruments, including those not designated for hedge accounting treatment, on the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | |
| | Location and Amount of Gain (Loss) Recognized in | ||||||||||
| | Three Months Ended | | Three Months Ended | ||||||||
| | March 31, 2026 | | March 31, 2025 | ||||||||
| | Cost of | | Other (expense) income, net | | Cost of | | Other (expense) income, net | ||||
Total amount of income and (expense) line items presented in the statements of operations in which the effects of derivative instruments are recorded | | $ | ( | | $ | ( | | $ | ( | | $ | |
| | | | | | | | | | | | |
The effects of cash flow hedge instruments: | | | | | | | | | | | | |
Commodity cash flow hedges | | | | | | | | | | | | |
Amount of loss reclassified from AOCI into income | | $ | — | | $ | — | | $ | ( | | $ | — |
| | | | | | | | | | | | |
The effects of derivatives not designated as hedge instruments: | | | | | | | | | | | | |
Foreign exchange forward contracts | | | | | | | | | | | | |
Amount of gain (loss) recognized in income | | $ | — | | $ | | | $ | — | | $ | ( |
Commodity economic hedges | | | | | | | | | | | | |
Amount of loss recognized in income | | $ | — | | $ | — | | $ | ( | | $ | — |
The following table presents the effect of cash flow hedge accounting on AOCI for the three months ended March 31, 2026 and 2025:
| | | | | | |
| | Gain (Loss) Recognized in Other income, net in Statement of Operations | ||||
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Settlements and changes in the fair value of forward contracts (not designated as hedges) | | $ | | | $ | ( |
Remeasurement of foreign currency-denominated assets and liabilities | | | ( | | | |
Total | | $ | ( | | $ | ( |
The Company does not expect to reclassify any net loss from AOCI into earnings in the next twelve months as the Company has
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The following table summarizes the gross and net unrealized gains and losses, as well as the balance sheet classification, of outstanding derivatives recorded in the condensed consolidated balance sheet as of December 31, 2025:
| | | | | | | | | |
| | December 31, 2025 | |||||||
| | Foreign | | | | | | ||
| | Exchange | | Commodity | | | | ||
| | Forward | | Cash Flow | | | |||
Balance Sheet Classification | | Contracts | | Hedges | | Total | |||
Liability Derivatives: | | | | | | | | | |
Accounts payable | | $ | ( | | $ | ( | | $ | ( |
Net derivative liability position | | $ | ( | | $ | ( | | $ | ( |
Total net derivative position | | $ | ( | | $ | ( | | $ | ( |
Forward contracts, interest rate swaps, commodity forward contracts, swaps, or options, and cross currency swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis by counterparty within the condensed consolidated balance sheets.
Refer to Notes 12 and 17 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in AOCI.
NOTE 12—FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date. The Company did not have any assets or liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets as of March 31, 2026:
The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets as of December 31, 2025:
| | | | | | | | | | | | |
| | December 31, 2025 | ||||||||||
Assets (Liabilities) at Fair Value | | Level 1 (1) | | Level 2 (2) | | Level 3 (3) | | Total | ||||
Foreign exchange forward contracts—(Liabilities) | | $ | — | | $ | ( | | $ | — | | $ | ( |
Commodity cash flow hedges—(Liabilities) | | | — | | | ( | | | — | | | ( |
Total fair value | | $ | — | | $ | ( | | $ | — | | $ | ( |
| (1) | Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| (2) | Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| (3) | Valuation is based upon other unobservable inputs that are significant to the fair value measurement. |
The Company uses an income approach to value its derivative instruments, utilizing discounted cash flow techniques, considering the terms of the contract and observable market information available as of the reporting date, such as interest rate yield curves and currency spot and forward rates. Significant inputs to the valuation for these derivative instruments are obtained from broker quotations or from listed or over-the-counter market data and are classified as Level 2 in the fair value hierarchy.
Nonrecurring Fair Value Measurements
There were
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Fair Value of Debt Instruments
The following table presents the estimated fair value of the Company’s outstanding debt not carried at fair value as of March 31, 2026 and December 31, 2025:
| | | | | | |
| | As of | | As of | ||
| | March 31, 2026 | | December 31, 2025 | ||
2028 Refinance Term Loans | | $ | | | $ | |
2028 Term Loan B | | | | | | |
2029 Refinance Senior Notes | | | | | | |
Total fair value | | $ | | | $ | |
| (1) | Total carrying value of the Company's outstanding debt was $ |
The fair value of the Company’s debt facilities above (each Level 2 securities) is determined using over-the-counter market quotes and benchmark yields received from independent vendors. The fair value presented reflects the Company’s carrying value of debt, net of original issuance discount.
There were no other significant financial instruments outstanding as of March 31, 2026 and December 31, 2025.
NOTE 13—COMMITMENTS AND CONTINGENCIES
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law, existing technologies and other information. Pursuant to the terms of the Dow Separation, the pre-closing environmental conditions were retained by Dow, and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the predecessor periods. There are several properties which the Company now owns on which Dow has been conducting investigation, monitoring, or remediation to address historical contamination, including Dalton, Georgia. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facilities in Midland, Michigan, Schkopau, Germany, and Terneuzen, The Netherlands. Other than certain immaterial environmental liabilities assumed as part of the PMMA Acquisition and the Aristech Surfaces Acquisition,
Inherent uncertainties exist in the Company’s potential environmental liabilities primarily due to unknown conditions, whether future claims may fall outside the scope of the indemnity, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. In connection with the Company’s existing indemnification, the possibility is considered remote that environmental remediation costs will have a material adverse impact on the condensed consolidated financial statements over the next 12 months.
Asset Retirement Obligations
The Company has built certain manufacturing facilities on leased land and is required to remove these facilities at the end of the corresponding contract term. Legal obligations for these demolition and decommissioning activities exist in connection with the retirement of these assets triggered upon closure of the facilities. In instances when the Company plans to continue operations at these facilities indefinitely, and therefore, a reasonable estimate of fair value cannot be determined, an asset retirement obligation is not recognized.
In connection with the asset restructuring plans, as described within Note 4, the Company concluded the Boehlen, Germany site, the Stade, Germany site, the Schkopau, Germany site and the Porto Marghera, Italy site no longer had indeterminate lives. Accordingly, the Company recorded the fair value of an asset retirement obligation for each site and a corresponding asset retirement cost, which was capitalized as part of the carrying amount of the related long-lived assets and depreciated over the asset’s shortened useful life.
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| | | |
Change in asset retirement obligation | | | |
Balance at December 31, 2025 | | $ | |
Settlements | | | ( |
Accretion expense | | | |
Currency translation adjustment | | | ( |
Balance at March 31, 2026 | | $ | |
Accretion expense is included within “Selling, general and administrative expenses” in the condensed consolidated statement of operations. The current portion of the asset retirement obligation is recorded within “Accrued expenses and other current liabilities” and the long-term portion is recorded within “Other noncurrent obligations” in the condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, the current portion was $
Purchase Commitments
In the normal course of business, the Company has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from one to
Litigation Matters
From time to time, the Company may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as employees, product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, the Company does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’s results of operations, financial condition or cash flow. Legal costs, including those legal costs expected to be incurred in connection with a loss contingency, are expensed as incurred.
Environmental Proceedings related to the Bristol Spill
On March 25, 2023, the Company received a Notice of Federal Interest from the United States Coast Guard (“USCG”), identifying the Company as a “potentially responsible party” (“PRP”) related to the Bristol Spill. The Company also received a Notice of Federal Assumption and an Administrative Order, dated April 20, 2023 from the USCG, identifying the Company as a PRP related to the Bristol Spill. The USCG notices and order do not designate specific fines or penalties against the Company. In October 2023, the Pennsylvania Department of Environmental Protection (PADEP) notified the Company of its intent to impose penalties related to a Notice of Violation dated April 26, 2023 alleging water violations associated with the Spill. Discussions between the Company and PADEP are ongoing. In December 2023, the Company established an accrual for the estimated resolution of this matter, and such loss is not expected to be material to our business.
It is not possible at this time for the Company to estimate its ultimate liability pursuant to these matters or other potential administrative or criminal actions related to the Bristol Spill, whether a material loss to our business is probable or remote, or estimate a potential range of loss, if any.
Synthos Matter
On November 21, 2022, the Company received formal notice from the German Arbitration Institute that Synthos had initiated an arbitration dispute on October 14, 2022 against Trinseo and its following subsidiaries: Trinseo Deutschland GmbH, Trinseo Belgium BV, Trinseo Europe GmbH, and Trinseo Export GmbH, related to Synthos’ purchase of Trinseo’s Rubber Business in 2021.
Synthos and Trinseo are parties to an asset purchase agreement (“APA”) dated May 21, 2021, whereby Trinseo transferred its Rubber Business to Synthos, pending regulatory approval and other administrative pre-closing conditions,
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for an enterprise value of approximately $
The Company continues to believe it has valid and prevailing defenses to Synthos’ claims and intends to vigorously defend itself against all allegations.
NOTE 14—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
The components of net periodic benefit costs for all significant plans were as follows:
| | | | | | | | | | | |
| Three Months Ended | | Three Months Ended | ||||||||
| March 31, | | March 31, | ||||||||
| Non-U.S. Defined Benefit Pension Plans | | U.S. Defined Benefit Pension | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Net periodic benefit cost | | | | | | | | | | | |
Service cost | $ | | | $ | | | $ | | | $ | |
Interest cost |
| | |
| | |
| | |
| |
Expected return on plan assets |
| ( | |
| ( | |
| ( | |
| ( |
Amortization of net gain |
| ( | |
| ( | |
| — | |
| — |
Settlement and curtailment gain |
| ( | |
| — | |
| — | |
| — |
Net periodic benefit cost | $ | | | $ | | | $ | | | $ | |
The Company had less than $
Service cost related to the Company’s defined benefit pension plans and other postretirement plans is included within “Cost of sales” and “Selling, general and administrative expenses,” whereas all other components of net periodic benefit cost are included within “Other expense (income), net” in the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were $
The Company made cash contributions and benefit payments to unfunded plans of approximately $
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NOTE 15—SHARE-BASED COMPENSATION
Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s share-based compensation programs included in the tables below. The Company’s board of directors approved the 2014 Omnibus Plan, adopted on May 28, 2014 and last amended on June 25, 2025 under which
The following table summarizes the Company’s share-based compensation expense for the three months ended March 31, 2026 and 2025, as well as unrecognized compensation cost as of March 31 2026:
| | | | | | | | | | | | |
| | Three Months Ended | | | March 31, 2026 | |||||||
| | March 31, | | | Unrecognized | | Weighted | |||||
| | 2026 | | 2025 | | | Compensation Cost | | Average Years | |||
RSUs | | $ | | | $ | | | | $ | | | |
Options | | | — | | | | | | | — | | — |
PSUs | | | | | | | | | | | | |
Restricted Cash Units ("RCUs") (1) | | | ( | | | | | | | | (2) | |
Total share-based compensation expense | | $ | ( | | $ | | | | | | | |
| (1) | In January 2026, the Company approved one-time conditional retention bonus awards for certain executive officers and, subject to the terms of the awards, agreed to the cancellation of unvested cash-settled long-term incentive awards previously granted under the Company’s Amended and Restated 2014 Omnibus Incentive Plan. There were |
| (2) | Unrecognized Compensation Cost related to RCU awards as of March 31, 2026 is calculated using the stock price, subject to certain minimum and maximum amounts, as of March 31, 2026. |
NOTE 16—SEGMENTS AND GEOGRAPHIC INFORMATION
The Company’s Chief Executive Officer, who is the chief operating decision maker, manages the Company’s operations under
The following table provides disclosure of the Company’s segment Adjusted EBITDA, which is the metric used by the chief operating decision maker to measure segment operating performance and is defined below, for the three months ended March 31, 2026 and 2025. Asset and intersegment sales information by reporting segment is not regularly reviewed or included with the Company’s reporting to the chief operating decision maker. Therefore, this information has not been disclosed below. Refer to Note 3 for the Company’s net sales to external customers by segment and by geography for the three months ended March 31, 2026 and 2025.
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| | | | | | | | | | | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | Americas | | Total | | Corporate | | | | ||||||
Three Months Ended (1) | | Materials | | Binders | | Solutions | | Styrenics | | Segments | | Unallocated | | Total | |||||||
March 31, 2026 | | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | — | | $ | |
Cost of sales | | | ( | | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Selling, general and administrative expenses | | | ( | | | ( | | | ( | | | — | | | ( | | | ( | | | ( |
Equity in earnings (losses) of unconsolidated affiliate | | | — | | | — | | | — | | | | | | | | | — | | | |
Other income and (expense) | | | — | | | — | | | | | | — | | | | | | ( | | | ( |
Other segment items (2) | | | | | | | | | | | | — | | | | | | | | | |
Depreciation and amortization expenses (3) | | | | | | | | | | | | — | | | | | | | | | |
Adjusted EBITDA (1) | | $ | | | $ | | | $ | | | $ | | | $ | | | | | | | |
Investments in unconsolidated affiliate | | | — | | | — | | | — | | | | | | | | | — | | | |
Capital expenditures | | | | | | | | | | | | — | | | | | | — | | | |
March 31, 2025 | | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | — | | $ | |
Cost of sales | | | ( | | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Selling, general and administrative expenses | | | ( | | | ( | | | ( | | | — | | | ( | | | ( | | | ( |
Equity in earnings (losses) of unconsolidated affiliate | | | — | | | — | | | — | | | ( | | | ( | | | — | | | ( |
Other income and (expense) | | | | | | ( | | | | | | — | | | | | | ( | | | |
Other segment items (2) | | | ( | | | | | | | | | — | | | | | | | | | |
Depreciation and amortization expenses (3) | | | | | | | | | ( | | | — | | | | | | | | | |
Adjusted EBITDA (1) | | $ | | | $ | | | $ | | | $ | ( | | $ | | | | | | | |
Investments in unconsolidated affiliate | | | — | | | — | | | — | | | | | | | | | — | | | |
Capital expenditures | | | | | | | | | | | | — | | | | | | | | | |
| (1) | The Company’s measure of segment operating performance is Adjusted EBITDA, which is defined as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt and certain debt issuance costs; asset impairment charges; gains or losses on the dispositions of businesses and assets; restructuring charges; acquisition related costs and benefits, and other items. Segment Adjusted EBITDA is the key metric that is used by the chief operating decision maker to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that the chief operating decision maker believes reflects core operating performance by removing the impact of transactions and events that would not be considered a part of core operations. |
| (2) |
| (3) | Segment depreciation and amortization expense is included as a component of cost of goods sold; and selling, general, and administrative expense in the amounts regularly provided to the chief operating decision maker and are therefore added back to arrive at Segment Adjusted EBITDA. |
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The reconciliation of loss before income taxes to segment Adjusted EBITDA is as follows:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Loss before income taxes | | $ | ( | | $ | ( |
Interest expense, net | |
| | |
| |
Depreciation and Amortization (4) | |
| | |
| |
Corporate Unallocated (5) | | | | | | |
Adjusted EBITDA Addbacks (6) | |
| | |
| |
Segment Adjusted EBITDA | | $ | | | $ | |
(4) | During the three months ended March 31, 2026, the Company recognized $ |
(5) | Corporate unallocated includes corporate overhead costs and certain other income and expenses. |
(6) | Adjusted EBITDA addbacks for the three months ended March 31, 2026 and 2025 are as follows: |
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Loss on financing transactions (Note 10) | | $ | — | | $ | |
Net gain on disposition of businesses and assets | | | ( | | | — |
Restructuring and other charges (Note 4) | | | | | | |
Other items (a) | | | | | | |
Total Adjusted EBITDA Addbacks | | $ | | | $ | |
| (a) | Other items for the three months ended March 31, 2026 primarily relate to fees incurred in connection with the Company’s ongoing lender negotiations. |
Other items for the three months ended March 31, 2025 primarily relate to fees incurred in conjunction with the Company’s strategic initiatives, including the potential divestiture of our styrenics business.
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NOTE 17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of AOCI, net of income taxes, consisted of:
| | | | | | | | | | | | |
| | Cumulative | | Pension & Other | | | | | | | ||
| | Translation | | Postretirement Benefit | | | Cash Flow | | | | ||
Three Months Ended March 31, 2026 and 2025 | | Adjustments | | Plans, Net | | | Hedges, Net | | Total | |||
Balance at December 31, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| ( | | | | |
| — | |
| ( |
Amounts reclassified from AOCI to net income (loss) (1) | | | — | | | ( | | | — | | | ( |
Balance as of March 31, 2026 | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | |
Balance at December 31, 2024 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| | |
| — | |
| ( | |
| |
Amounts reclassified from AOCI to net income (loss) (1) | | | — | | | ( | | | | | | ( |
Balance as of March 31, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
| (1) | The following is a summary of amounts reclassified from AOCI to net income (loss) for the three months ended March 31, 2026 and 2025: |
| | | | | | | | |
| | Three Months Ended | | | ||||
| | March 31, | | Statements of Operations | ||||
AOCI Components | | 2026 | | 2025 | | Classification | ||
Cash flow hedging items | | | | | | | | |
Commodity cash flow hedges | | $ | — | | $ | | | Cost of sales |
Total, net of tax | | $ | — | | $ | | | |
| | | | | | | | |
Amortization of pension and other postretirement benefit plan items | | | | | | | | |
Prior service credit | | $ | ( | | $ | ( | | (a) |
Net actuarial gain | | | ( | | | ( | | (a) |
Net curtailment and settlement gain | | | ( | | | — | | (a) |
Total before tax | | | ( | | | ( | | |
Tax effect | | | | | | | | Provision for income taxes |
Total, net of tax | | $ | ( | | $ | ( | | |
| (a) | These AOCI components are included in the computation of net periodic benefit costs (see Note 14). |
NOTE 18—SUBSEQUENT EVENTS
Amendment to our Accounts Receivable Securitization Facility
On April 10, 2026, in connection with ongoing discussions with its financial stakeholders, the Company entered into an amendment (the “Securitization Amendment”) to our existing facility for the securitization of trade receivables originated by certain subsidiaries (the “Accounts Receivable Securitization Facility”). The Securitization Amendment waives the requirement for certain compliance certificate deliverables and reduces the advance rate thereunder from
In connection with the Securitization Amendment, the Company agreed to pay a structuring fee equal to
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Amendment to our Senior Credit Facility Agreement
On April 10, 2026, the Company entered into an amendment (the “Second Amendment”) to our existing super-priority revolving credit facility dated, January 17, 2025 (as amended, the “SuperPriority Revolver”). Certain lenders agreed under the Second Amendment to provide incremental senior secured revolving credit commitments in an aggregate principal amount of $
Borrowings under the 2026 Incremental Revolving Facility may be used to fund working capital, general corporate purposes, and any other purposes not prohibited by the SuperPriority Revolver. Amounts repaid may not be reborrowed. The outstanding principal amount of the 2026 Incremental Revolving Facility is due at maturity, which is scheduled for February 2, 2028.
Revolving loans under the 2026 Incremental Revolving Facility bear interest at a rate per annum equal to, at the Company’s election: (i) a Term SOFR based rate (subject to a
In connection with the Second Amendment, the Company agreed to pay a closing fee to the lenders under the 2026 Incremental Revolving Facility, payable in-kind on the Closing Date, in an amount equal to
Deferral of Interest Payment to Holders of the 2028 Refinance Term Loans
As of March 31, 2026, the Company had outstanding $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
2026 Year-to-Date Highlights
During the three months ended March 31, 2026, Trinseo recognized net loss of $115.9 million and Adjusted EBITDA of $52.6 million. Adjusted EBITDA for the quarter was impacted by continued low levels of demand due to persistent market uncertainty, which was partially offset by lower fixed costs primarily related to execution of the 2025 Restructuring Plan.
The Company continues to have access to capital resources through available borrowings under its debt structure. However, the Company elected not to make certain contractual interest payments during the quarter and is actively engaged in discussions with its financial stakeholders to review potential alternatives regarding its capital structure.
The Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had liquidity of $114.2 million and an accumulated deficit of $1,455.2 million and used cash in operating activities of $232.9 million during the quarter ended March 31, 2026. The Company expects continued operating losses and significant cash outflows from operating activities in the near term. Current macroeconomic and geopolitical conditions, including inflation, and ongoing conflicts (such as the Russia-Ukraine war and military conflict in Iran), continue to create significant uncertainty in the broader business environment. These external factors have contributed to weaker demand in many of our end markets and are expected to continue to have a material adverse effect on the Company's financial performance and liquidity forecasts. In addition, the military conflict in Iran has increased longer-term volatility in global energy and raw material markets and heightened uncertainty regarding the availability and reliability of certain feedstocks and logistics beyond the first quarter of 2026.
The Company’s debt agreements include financial covenants, which were waived or removed through amendments obtained during the three months ended March 31, 2026. Notwithstanding the removal of these covenants as of March 31, 2026, the Company is in default on these instruments due to nonpayment of interest or principal beyond the applicable grace periods. The Company has obtained waivers from its lenders and negotiated amendments to avoid acceleration of its indebtedness; however, there can be no assurance that any future such waivers or amendments would be available on acceptable terms or at all.
As a result of these factors, the Company has concluded that substantial doubt exists about its ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements.
New York Stock Exchange Delisting Notification
On March 2, 2026, we received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the NYSE had determined to commence proceedings to delist the Company’s ordinary shares. On March 18, 2026, the NYSE filed a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE. The delisting became effective ten days following the filing of Form 25.
Amendment to Senior Credit Facility Agreement
On April 10, 2026, the Company executed an amendment to its Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. This incremental facility provides additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.
Exploration for Divestiture of Americas Styrenics
In March 2024, the Company announced it commenced a sale process for the Company’s interest in Americas Styrenics, via the initiation of an ownership exit provision in the joint venture agreement. Trinseo and Chevron Phillips Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. We, along with our partner, remain committed to sell Americas Styrenics, with our focus being to maximize value, given recent volatility in equity and debt markets, marketing may not occur until there are improvements in those underlying markets.
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Recent Developments
As disclosed in Part I, Item 1A: Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our business is subject to risks related to the impact of global trade conflicts and the imposition of tariffs by the United States or other countries including those with China, Canada, and the European Union. Although we generally manufacture products and procure raw materials in the regions where our products are sold, these tariffs may negatively impact demand and increase some product costs. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for our customers’ products resulting in proportionate reductions in demand for our products. Such conditions could have a material adverse impact on our business, results of operations and cash flows.
Recent geopolitical developments have further increased volatility and uncertainty in global trade and commodity markets, which may exacerbate these risks in periods after the first quarter of 2026.
We continue to closely monitor as well as engage with our customers and suppliers to analyze how tariffs could impact our business. We are not able to predict whether such tariffs will be permanent, whether new tariffs will be implemented, or which jurisdictions would be impacted. Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the impact of such trade policies on their business. Further changes in trade policy, trade restrictions, tariffs, or other governmental action have the potential to adversely impact our costs, including prices of raw materials, or demand for our products or our customers’ products, which in turn could adversely impact our business, financial condition and results of operations. In addition, ongoing legal and regulatory developments relating to the authority, scope and implementation of tariff regimes may further increase uncertainty regarding the timing, application, modification or removal of existing tariffs or the imposition of new tariffs.
Results of Operations
Results of Operations for the Three months Ended March 31, 2026 and 2025
| | | | | | | | | | | | |
| | Three Months Ended | | |||||||||
| | March 31, | | |||||||||
(in millions) | | 2026 | | % | | | 2025 | | % | | ||
Net sales | | $ | 724.7 | | 100 | % | | $ | 784.8 | | 100 | % |
Cost of sales | |
| 663.0 | | 91 | % | |
| 721.0 | | 92 | % |
Gross profit | |
| 61.7 | | 9 | % | |
| 63.8 | | 8 | % |
Selling, general and administrative expenses | |
| 87.4 | | 12 | % | |
| 91.0 | | 12 | % |
Equity in earnings (losses) of unconsolidated affiliate | |
| 2.1 | | — | % | |
| (1.8) | | — | % |
Operating loss | |
| (23.6) | | (3) | % | |
| (29.0) | | (4) | % |
Interest expense, net | |
| 78.7 | | 11 | % | |
| 66.6 | | 8 | % |
Other expense (income), net | |
| 4.2 | | 1 | % | |
| (23.2) | | (3) | % |
Loss before income taxes | |
| (106.5) | | (15) | % | |
| (72.4) | | (9) | % |
Provision for income taxes | |
| 9.4 | | 1 | % | |
| 6.6 | | 1 | % |
Net loss | | $ | (115.9) | | (16) | % | | $ | (79.0) | | (10) | % |
Three Months Ended – March 31, 2026 vs. March 31, 2025
Net Sales
Net sales decreased 8% year-over-year, primarily driven by a 9% decrease from lower pricing and a 4% decrease from lower sales volumes across all business segments, primarily due to continued end market demand weakness. The decreases were partially offset by a 5% increase from favorable foreign exchange rate impacts.
Cost of Sales
The 8% decrease in cost of sales was primarily attributable to a 10% decrease due to lower pricing and a 4% decrease due to lower volumes. These decreases were partially offset by a 6% increase from foreign exchange rate impacts.
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Gross Profit
The $2.1 million decrease in gross profit was primarily due to both lower volumes and margins. Lower margins were particularly in Polymer Solutions and Latex Binders due to competitive price pressure, particularly in Europe. See the segment discussion below for further information.
Selling, General and Administrative Expenses (SG&A)
The $3.6 million, or 4%, decrease in SG&A was primarily due to a $24.9 million decrease in costs associated with the Company’s debt refinancing transaction executed in the first quarter of 2025 and a $11.0 million decrease in the Company’s salary and wages expense. These decreases were partially offset by a $24.1 million increase of costs related to the Company’s ongoing discussions with financial stakeholders, a $9.2 million increase in non-cash accelerated amortization of capitalized software assets related to the transition of the Company’s current ERP system to a cloud-based platform, and a $0.5 million increase in the Company’s bad debt expense.
Equity in Earnings of Unconsolidated Affiliate
The increase in equity earnings from Americas Styrenics of $3.9 million was due to higher styrene margins in the current year.
Interest Expense, Net
The increase in interest expense, net of $12.1 million, or 18%, was primarily attributable to an increase in market interest rates on our variable rate debt, specifically the 2028 Refinance Loans and the 2028 Term Loan B. Refer to Note 10 in the condensed consolidated financial statements for further information.
Other Expense (Income), Net
Other expense, net for the three months ended March 31, 2026 was $4.2 million, which was primarily driven by $5.6 million of net foreign exchange transaction losses partially offset by gains related to the non-service cost components of net periodic benefit cost of $0.4 million.
Other income, net for the three months ended March 31, 2025 was $23.2 million, which was primarily driven by $26.0 million of license income for polycarbonate technology, partially offset by net foreign exchange transaction losses of $2.0 million and $0.7 million of expense related to the non-service cost components of net periodic benefit cost.
Provision for (Benefit from) Income Taxes
Provision for income taxes for the three months ended March 31, 2026 totaled $9.4 million, resulting in an effective tax rate of (8.8)%. Provision for income taxes for the three months ended March 31, 2025 totaled $6.6 million, resulting in an effective tax rate of (9.1)%.
The increase in provision for income taxes for the three months ended March 31, 2026 is primarily driven by the geographical mix of earnings.
Outlook
The Company expects a delay in demand recovery and lower cumulative growth than previously anticipated. Geopolitical events continue to disproportionally impact European chemical producers through higher energy and input costs. Based on these market dynamics, including the delayed recovery in end-market demand, the Company currently expects 2026 demand levels to be generally consistent with 2025.
At the same time, supply disruptions and feedstock constraints, affecting certain Asian competitors, including shortages of naphtha-based feedstocks, may present opportunities for the Company to capture incremental volumes on an opportunistic basis. The Company will continue to evaluate such opportunities selectively, subject to margin considerations, operational capacity and liquidity constraints.
Proactive management actions taken in 2025 to exit underperforming assets and reduce fixed costs are expected to support improved operational performance relative to what would otherwise be expected under current market
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conditions. The Company continues to execute cash management initiatives and strategic operational plans focused on liquidity preservation, including rigorous evaluation of contractual obligations, working capital management and productivity initiatives to control operating expenses.
As previously disclosed, the Company is engaged in ongoing discussions with its financial stakeholders regarding its capital structure and continues to evaluate potential strategic alternatives, including amendments or modifications to the terms of its outstanding indebtedness. The Company cannot predict, with certainty, the impact that current macroeconomic, geopolitical and market conditions may have on its ability to consummate such transactions on acceptable terms or to obtain future waivers or amendments necessary to address its debt obligations.
Selected Segment Information
The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the three months ended March 31, 2026 and 2025. Inter-segment sales have been eliminated. Refer to Note 16 in the condensed consolidated financial statements for further information on our segments, as well as for a detailed definition of Adjusted EBITDA and a reconciliation of income from continuing operations before income taxes to segment Adjusted EBITDA.
Engineered Materials Segment
Our Engineered Materials segment consists of rigid thermoplastic compounds and blends products sold into high growth and high value applications in markets such as consumer electronics, medical and automotive, as well as soft thermoplastic elastomers (“TPEs”) products which are sold into markets such as footwear and automotive. The Engineered Materials segment also includes polymethyl methacrylates (“PMMA”) and MMA products, which are sold into a variety of applications including automotive, building and construction, medical, consumer electronics, and wellness, among others.
| | | | | | | | | | | |
| | Three Months Ended | | | | ||||||
| | March 31, | | | | | |||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | ||
Net sales | | $ | 263.0 | | | $ | 277.3 | | | (5) | % |
Adjusted EBITDA | | $ | 33.7 | | | $ | 25.7 | | | 31 | % |
Adjusted EBITDA margin | |
| 13 | % | |
| 9 | % | | | |
Three Months Ended – March 31, 2026 vs. March 31, 2025
The 5% decrease in net sales was primarily attributable to a 4% decrease due to lower sales volumes, particularly in MMA, and a 4% decrease from lower price due to pass-through of lower raw material costs. This was partially offset by a 3% increase due to favorable foreign exchange rate impacts.
Adjusted EBITDA increased $8.0 million, or 31%, due to increases of $9.0 million, or 35%, from lower fixed costs, $2.4 million, or 9%, from higher margins, and $1.5 million, or 6%, from favorable foreign exchange rate impacts. These increases were partially offset by a $4.7 million, or 18%, decrease due to lower sales volumes and a $0.2 million, or 1%, decrease due to unfavorable currency impacts.
Latex Binders Segment
Our Latex Binders segment produces styrene-butadiene latex (“SB latex”) and other latex polymers and binders primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a broad range of
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performance latex binders products, including SB latex, styrene-acrylate latex (“SA latex”), and vinylidene chloride latex for coatings, adhesives, sealants, and elastomers (“CASE”) applications.
| | | | | | | | | | | |
| | Three Months Ended | | | | ||||||
| | March 31, | | | | | |||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | ||
Net sales | | $ | 196.5 | | | $ | 209.3 | | | (6) | % |
Adjusted EBITDA | | $ | 16.4 | | | $ | 24.5 | | | (33) | % |
Adjusted EBITDA margin | |
| 8 | % | |
| 12 | % | | | |
Three Months Ended – March 31, 2026 vs. March 31, 2025
The 6% decrease in net sales was primarily attributable to a 12% decrease due to pricing pressures in textile and paper and board applications globally. The decreases were partially offset by higher volumes in CASE and battery binders plus a 5% increase due to favorable foreign exchange rate impacts.
The $8.1 million, or 33%, decrease in Adjusted EBITDA was primarily due to an $8.4 million, or 35%, due to lower margins, and a $2.0 million, or 8%, decrease due to higher fixed costs. These decreases were partially offset by an increase of $1.7 million, or 7%, increase in sales volumes, a $0.4 million, or 2%, increase from favorable currency impacts, and an increase of $0.2 million, or 1%, from favorable foreign exchange rate impacts.
Polymer Solutions Segment
Our Polymer Solutions segment consists of a variety of polymers, the majority of which are for building and construction applications. The segment includes our mass acrylonitrile butadiene styrene (“ABS”), styrene-acrylonitrile (“SAN”), and polystyrene businesses, as well as our polycarbonate technology.
| | | | | | | | | | | |
| | Three Months Ended | | | | ||||||
| | March 31, | | | | | |||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | ||
Net sales | | $ | 265.2 | | | $ | 298.2 | | | (11) | % |
Adjusted EBITDA | | $ | 23.7 | | | $ | 44.5 | | | (47) | % |
Adjusted EBITDA margin | |
| 9 | % | |
| 15 | % | | | |
Three Months Ended – March 31, 2026 vs. March 31, 2025
Net sales decreased by 11% year-over-year, primarily due to an 11% decrease from lower pricing and a 7% decrease from lower sales volumes in polystyrene. The decrease was partially offset by a 7% increase due to favorable foreign exchange rate impacts.
The $20.8 million, or 47%, decrease in Adjusted EBITDA was primarily due to a $26.0 million, or 58%, decrease from prior year licensing revenue, and a $1.3 million, or 3%, decrease from higher fixed costs. The decreases were partially offset by a $4.5 million, or 9%, increase from mix improvement, and a $2.0 million, or 5%, increase from favorable foreign exchange rate impacts.
Americas Styrenics Segment
This segment consists solely of the equity earnings from our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products, as well as a key raw material for the production of
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polystyrene. Major applications for the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.
| | | | | | | | | | | |
| | Three Months Ended | | | | ||||||
| | March 31, | | | | | |||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | ||
Adjusted EBITDA* | | $ | 2.1 | | | $ | (1.8) | | | 217 | % |
*The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment. As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the condensed consolidated statements of operations.
Three Months Ended – March 31, 2026 vs. March 31, 2025
The increase in Adjusted EBITDA was mainly due to stronger styrene and polystyrene performance in the current year.
Non-GAAP Performance Measures
We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt and certain debt issuance costs; asset impairment charges; gains or losses on the dispositions of businesses and assets and related legal costs; restructuring charges; acquisition related costs, certain strategic initiatives and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations.
There are limitations to using financial performance measures such as Adjusted EBITDA. This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use this, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with GAAP.
Adjusted EBITDA is calculated as follows for the three months ended March 31, 2026 and 2025:
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in millions) | | 2026 | | 2025 | ||
Net loss | | $ | (115.9) | | $ | (79.0) |
Interest expense, net | |
| 78.7 | |
| 66.6 |
Provision for income taxes | |
| 9.4 | |
| 6.6 |
Depreciation and amortization (a) | |
| 49.8 | |
| 36.0 |
EBITDA (b) | | $ | 22.0 | | $ | 30.2 |
Loss on financing transactions (c) | |
| — | |
| 24.9 |
Net gain on disposition of businesses and assets | |
| (3.6) | |
| — |
Restructuring and other charges (d) | |
| 9.2 | |
| 7.4 |
Other items (e) | |
| 25.0 | |
| 2.3 |
Adjusted EBITDA | | $ | 52.6 | | $ | 64.8 |
| (a) | During the three months ended March 31, 2026, the Company recognized $9.2 million for accelerated amortization of capitalized software assets related to our current ERP system now being transitioned to a cloud based system. |
During the three months ended March 31, 2025, an $8.1 million credit was recognized due to a change in cost estimate related to the Boehlen, Germany asset retirement obligation as the Company was able to realize efficiencies during decommissioning.
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| (b) | EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company’s operational performance. We believe the use of EBITDA as a metric assists our board of directors, management, and investors in comparing our operating performance on a consistent basis. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP. |
| (c) | Amounts for the three months ended March 31, 2026 primarily relate to fees incurred in conjunction with Company’s debt refinancing transaction that did not meet the criteria for deferred financing charges as the transaction was accounted for as a modification of debt in accordance with ASC 470-60. Refer to Note 10 in the condensed consolidated financial statements for further information. |
| (d) | Amounts for the three months ended March 31, 2026 and 2025 primarily relate to charges incurred in connection with the Company’s various restructuring programs. Refer to Note 4 in the condensed consolidated financial statements for further information. |
| (e) | Other items for the three months ended March 31, 2026 primarily relate to fees incurred in connection with the Company’s ongoing lender negotiations. |
Other items for the three months ended March 31, 2025 primarily relate to fees incurred in conjunction with the Company’s strategic initiatives, including the potential divestiture of our styrenics business.
Liquidity and Capital Resources
Cash Flows
The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2026 and 2025. We have derived the summarized cash flow information from our unaudited financial statements.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in millions) | | 2026 | | 2025 | ||
Net cash provided by (used in): | | | | | | |
Operating activities | | $ | (232.9) | | $ | (110.2) |
Investing activities | | | (7.7) | | | (8.7) |
Financing activities | |
| 207.8 | | | 32.8 |
Effect of exchange rates on cash | |
| (2.0) | | | 2.5 |
Net change in cash, cash equivalents, and restricted cash | | $ | (34.8) | | $ | (83.6) |
Operating Activities
Net cash used in operating activities during the three months ended March 31, 2026 totaled $232.9 million, which included a $125.4 million increase in working capital. Operating cash flows during the three months ended March 31, 2026 were adversely impacted by three primary factors: our normal first quarter seasonality, a contraction in trade credit from suppliers and other counterparties, and higher raw material costs. These impacts were partially offset by the Company’s non-payment of certain contractual interest obligations during the quarter and resulted in outsized working capital use relative to historical periods.
Net cash used in operating activities during the three months ended March 31, 2025 totaled $110.2 million, which included a $102.6 million increase in working capital, including the impact of $18.0 million in expenses related to refinancing that were not eligible for capitalization as deferred financing costs.
Investing Activities
Net cash used in investing activities during the three months ended March 31, 2026 totaled $7.7 million, which was primarily attributable to capital expenditures, partially offset by the proceeds received from the sale of assets in connection with certain of the Company’s restructuring plans.
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Net cash used in investing activities during the three months ended March 31, 2025 totaled $8.7 million, which was primarily attributable to capital expenditures.
Financing Activities
Net cash provided by financing activities during the three months ended March 31, 2026 totaled $207.8 million. During the three months the Company drew $22.0 million and $230.0 million in proceeds from the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, and repaid $40.0 million from the OpCo Super-Priority Revolver, principally related to funding working capital trade contraction through the quarter.
Net cash provided by financing activities during the three months ended March 31, 2025 totaled $32.8 million. During the three months the Company drew $70.0 million in proceeds from the Accounts Receivable Securitization Facility, and repaid $10.0 million, principally related to funding working capital through the quarter. This activity also included the issuance of additional 2028 Refinance Term Loans ($115.0 million of aggregate principal) in exchange for the redemption of the 2025 Senior Notes ($115.0 million reduction in aggregate principal), $19.8 million of debt issuance costs that met the criteria for deferred financing charges, $0.5 million of dividends paid, and $1.8 million of net repayments of short-term borrowings.
Free Cash Flow
We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that Free Cash Flow provides management and investors with useful analytical indicator of our ability to service our indebtedness, pay dividends (when declared), and meet our ongoing cash obligations.
Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not be used as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As a result, it may be difficult to use this, or similarly-named financial measures that other companies may use, to compare the liquidity and cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cash provided by operating activities from continuing operations, which is determined in accordance with GAAP.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
(in millions) | | 2026 | | 2025 | ||
Cash used in operating activities | | $ | (232.9) | | $ | (110.2) |
Capital expenditures | | | (11.3) | | | (8.7) |
Free Cash Flow | | $ | (244.2) | | $ | (118.9) |
Refer to the discussion above for significant impacts to cash used in operating activities for the three months ended March 31, 2026 and March 31, 2025.
Capital Resources and Liquidity
We require cash primarily to fund day-to-day operations, purchase raw materials, finance capital expenditures and other initiatives, and service our outstanding indebtedness. Our principal sources of liquidity consist of cash and cash equivalents on hand and availability under the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility.
During the three months ended March 31, 2026, the Company elected not to make certain contractual interest and principal payments beyond applicable grace periods under the Senior Credit Agreement and the 2L Notes Indenture. These non-payments constituted events of default under those agreements and triggered cross-defaults under the Refinance Credit Agreement, the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility. As
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a result of these events of default, substantially all of the Company’s outstanding indebtedness was classified as current as of March 31, 2026.
In connection with the foregoing, the Company and certain of its subsidiaries entered into amendments and limited waivers with its lenders, pursuant to which the requisite lenders agreed, among other things, to temporarily waive certain acceleration and collateral enforcement rights and remedies through April 30, 2026. During the quarter, the Company also amended certain debt agreements to remove anti-cash hoarding provisions and minimum liquidity covenants, and to modify certain financial reporting, notice and other contractual provisions. There can be no assurance that additional waivers or amendments will be available on acceptable terms, or at all.
As of March 31, 2026, the Company had Liquidity (as defined in the applicable debt agreements) of $114.2 million, consisting of $106.8 million of cash and cash equivalents held at certain restricted subsidiaries and approximately $7.4 million of availability under the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility.
Net cash used in operating activities during the three months ended March 31, 2026 totaled $232.9 million, including a $125.4 million use of cash from changes in working capital. Operating cash flows during the quarter were adversely impacted by a significant contraction in trade credit from suppliers and other counterparties, which resulted in accelerated payment terms and higher cash outflows for raw materials and other operating costs. These impacts occurred notwithstanding the Company’s non-payment of certain contractual interest obligations during the period and resulted in an outsized working capital use relative to historical levels.
As of March 31, 2026 and December 31, 2025, the Company had $2,813.4 million and $2,591.4 million, respectively, of outstanding indebtedness. The Company’s debt structure includes the 2029 Refinance Senior Notes, the 2028 Refinance Term Loans, the 2028 Term Loan B, the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility, each of which is further described below and in the accompanying notes to the consolidated financial statements.
On April 10, 2026, the Company executed an amendment to its Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million, which has since been fully drawn. This incremental facility provides additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.
The Company continues to actively manage liquidity through disciplined working capital management, evaluation of contractual obligations and implementation of productivity and cost-reduction initiatives. In addition, as previously disclosed, the Company remains engaged in discussions with its financial stakeholders regarding its capital structure and continues to evaluate potential strategic alternatives, including modifications to the terms of its outstanding indebtedness.
We have incurred recurring net losses and negative operating cash flows and expect to continue operating at a net loss in the near term. While we believe that our current liquidity resources provide near-term flexibility, our ability to meet liquidity requirements longer term remains dependent on market conditions, demand recovery, and the successful execution of any capital structure initiatives. Our liquidity could be depleted more rapidly than anticipated due to further deterioration in demand, additional tightening of trade credit, macroeconomic uncertainty or other factors beyond our control.
Contractual Obligations and Commercial Commitments
There have been no material revisions outside the ordinary course of business to our contractual obligations as described within “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments” within our Annual Report.
Critical Accounting Policies and Estimates
Our unaudited interim condensed consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
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assets and liabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report. There have been no material revisions to the significant accounting policies or critical accounting policies and estimates as filed in our Annual Report.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Recent Accounting Pronouncements
We describe the impact of recent accounting pronouncements in Note 2 of our condensed consolidated financial statements, included elsewhere within this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As discussed in “Quantitative and Qualitative Disclosures About Market Risk” within our Annual Report, we are exposed to changes in interest rates and foreign currency exchange rates as well as changes in the prices of certain commodities that we use in production. There have been no material changes in our exposure to market risks from the information provided within our Annual Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining internal controls designed to provide reasonable assurance that information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, with the participation of our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were effective to provide the reasonable level of assurance described above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust, competition, waste disposal practices, release of chemicals into the environment and other matters that may arise in the ordinary course of our business. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of
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management resources and other factors. For information regarding new matters and material developments in legal proceedings during the quarter ended March 31, 2026, see “Litigation Matters” in Note 13 to our condensed consolidated financial statements.
Item 1A. Risk Factors
Our business faces various risks. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the risk factors related to our ordinary shares as well those risk factors related to our business and industry which have been previously disclosed in Part 1, Item 1A of our Annual Report for the year ended December 31, 2025. Certain material updates to these risk factors are included below.
We encourage you to consider these risks, in their entirety, in addition to other information contained in or incorporated by reference into this Quarterly Report and our other public filings with the SEC. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) | Recent sales of unregistered securities |
None.
(b) | Use of Proceeds from registered securities |
None.
(c) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026,
Item 6. Exhibits
See Exhibit Index.
44
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EXHIBIT INDEX
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Exhibit No. | Description |
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3.1 | Memorandum and Articles of Association of Trinseo PLC, as amended (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on June 17, 2022). |
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4.1 | Indenture among Trinseo Luxco Finance SPV S.à r.l., Trinseo NA Finance SPV LLC, the guarantors named therein, The Bank of New York Mellon, as trustee, and Alter Domus (US) LLC, as collateral agent, dated as of January 17, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed January 21, 2025). |
| |
4.2 | Form of Global Restricted Note due 2029 (incorporated by reference as Exhibit A to Exhibit 4.2 to the Current Report on Form 8-K filed January 21, 2025). |
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10.1 | 2026 Grace Period Amendment to the Credit Agreement dated September 6, 2017, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc. and the lenders party thereto, dated as of February 16, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 17, 2026). |
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10.2 | First Amendment, dated as of March 19, 2026, to the Credit Agreement dated as of January 17, 2025, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., Deutsche Bank AG New York Branch, as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 19, 2026). |
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10.3 | 2026 Limited Waiver and Amendment, dated as of March 19, 2026, to the Credit Agreement dated as of January 17, 2025, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 19, 2026). |
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10.4 | 2026 Limited Waiver and Amendment, dated as of March 19, 2026, to the Credit Agreement dated as of September 6, 2017, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed March 19, 2026). |
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10.5 | 2026 Limited Waiver and Amendment, dated as of March 19, 2026, to the Credit Agreement dated as of September 8, 2023, by and among Trinseo PLC, Trinseo NA Finance LLC, Trinseo LuxCo Finance SPV S.à r.l., Trinseo NA Finance SPV LLC, Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed March 19, 2026). |
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10.6 | Limited Waiver and Second Amendment, dated as of March 19, 2026, to the Credit and Security Agreement dated as of July 18, 2024, by and among Trinseo Holding S.à r.l., Styron Receivables Funding Designated Activity Company, Trinseo Ireland Global IHB Limited, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed March 19, 2026). |
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10.7 | Limited Waiver and Third Amendment, dated as of April 10, 2026, to the Credit and Security Agreement dated as of July 18, 2024, by and among Trinseo Holding S.à r.l., Styron Receivables Funding Designated Activity Company, Trinseo Ireland Global IHB Limited, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 13, 2026). |
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10.8 | Second Amendment, dated as of April 10, 2026, to the Credit Agreement dated as of January 17, 2025, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., Trinseo Ireland Global IHB Limited, Trinseo Services Ireland Limited, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 13, 2026). |
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10.9† | Employment Agreement between Trinseo LLC and Bregje Roseboom-Van Kessel, dated March 1, 2025. |
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31.1† | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2† | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1† | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2† | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS† | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH† | XBRL Taxonomy Extension Schema Document |
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101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB† | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document |
| |
104† | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
† Filed herewith.
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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, duly authorized.
Date: April 30, 2026
| TRINSEO PLC | |
| | |
| By: | /s/ Frank Bozich |
| Name: | Frank Bozich |
| Title: | President, Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ David Stasse |
| Name: | David Stasse |
| Title: | Executive Vice President, Chief Financial Officer |
| | (Principal Financial Officer) |
| | |