ITEM 1.01Entry into Material Definitive Agreement.
On February 16, 2026, in connection with ongoing discussions with its financial stakeholders, Trinseo Luxco S.à r.l. (“Trinseo Luxco”), Trinseo Holding S.à r.l. ( “Trinseo Holding”) and Trinseo Materials Finance, Inc. (together with Trinseo Holding, the “Borrowers”), direct and indirect wholly owned subsidiaries of Trinseo PLC (the “Company”), and the lenders party thereto, entered into an amendment (the “Amendment”) to that certain Credit Agreement, dated as of September 6, 2017 (as amended, the “Credit Agreement”), by and among Trinseo Luxco, the Borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. The Amendment extends, until March 19, 2026, the grace period for any payment of interest under the Credit Agreement that is due on or after February 1, 2026 and prior to March 1, 2026. This extended grace period aligns with the grace period for payment of interest provided under the indenture governing the 2L Notes (see Item 7.01 below).
The description of the Amendment included in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
ITEM 7.01Regulation FD Disclosure.
On February 17, 2026, Trinseo Luxco Finance SPV, S.à r.l., a direct, wholly-owned subsidiary of the Company, elected to utilize a contractually-available 30-day grace period for the payment of interest under the terms of the indenture governing its 7.625% second lien secured notes due 2029 (the “2L Notes”). The Company has therefore elected to delay its next interest payment on the 2L Notes due on February 17, 2026, in the amount of approximately $10.0 million, notwithstanding that the Company has sufficient cash on hand to make such interest payment. Under the indenture governing the 2L Notes, the Company has until the end of the 30-day grace period to make the interest payment before such default triggers an event of default, and the Company retains its right to make all interest payments before the end of the applicable grace period. As previously disclosed, the Company is engaged in ongoing discussions with its financial stakeholders regarding its capital structure and the decision to utilize the grace period was made in connection with these discussions.
The information under this Item 7.01 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Cautionary Note on Forward-Looking Statements
This Current Report may contain forward-looking statements including, 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 or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “outlook,” “will,” “may,” “might,” “see,” “tend,” “assume,” “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 the Company’s current expectations and assumptions regarding its business, the economy, its 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. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, outcome of discussions with our financial stakeholders regarding our capital structure, our ability to successfully execute our overall 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; compliance with laws and regulations impacting our business; conditions in the global economy and capital markets; our current and future levels of indebtedness and ability to service our debt; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows from operations; our ability to successfully implement and complete proposed restructuring initiatives and to successfully generate cost savings through such initiatives; and those discussed in our Annual Report on Form 10-K, under Part I, Item 1A —”Risk Factors” and elsewhere in our other reports, filings and
