Chapter 11 drives $235.5 million loss at Trinseo PLC (TSEOQ)
Trinseo PLC, now a debtor-in-possession, reported second-quarter 2026 net sales of $845.4 million, up modestly from $784.3 million, but generated operating income of only $0.1 million. After $72.4 million of interest expense and $41.3 million of reorganization items, net loss was $119.6 million or $3.27 per share. For the first six months, net loss reached $235.5 million and operating cash use was $348.2 million.
As of June 30, 2026, Trinseo had total assets of $2,498.6 million, liquidity of $186.7 million (including $181.4 million of cash), and a shareholders’ deficit of $1,347.2 million. Prepetition obligations of $2,562.3 million are classified as liabilities subject to compromise under ASC 852, while new debtor-in-possession facilities totaled $279.9 million (OpCo DIP), $163.3 million (Super HoldCo DIP) and a $144.7 million 2026 AR Facility.
Under a Restructuring Support Agreement and joint prepackaged Plan, substantially all prepetition funded indebtedness is expected to be cancelled, discharged and released, general unsecured trade and similar claims are expected to be unimpaired and paid in full, and existing equity interests are expected to be cancelled with no recovery. Management concludes that substantial doubt about Trinseo’s ability to continue as a going concern exists within one year, given continued losses, cash outflows and significant 2028 debt maturities absent consummation of the restructuring. The company’s ordinary shares were delisted from the NYSE in March 2026 and trade over-the-counter.
Positive
- None.
Negative
- Chapter 11 and equity wipeout: Trinseo and key subsidiaries are in Chapter 11, and under the Plan existing equity interests are expected to be cancelled, extinguished, and receive no recovery.
- Large losses and cash burn: Six‑month net loss was $235.5 million with operating cash used in operating activities of $348.2 million, indicating severe pressure on profitability and cash flow.
- Highly leveraged balance sheet: Liabilities subject to compromise total $2,562.3 million and shareholders’ equity is a deficit of $1,347.2 million, reflecting a heavily impaired capital structure.
- Going‑concern uncertainty: Management states that substantial doubt exists about the ability to continue as a going concern within one year, citing expected operating losses, cash outflows and 2028 debt maturities.
- NYSE delisting: The NYSE commenced delisting proceedings, filed Form 25 on March 18, 2026, and the ordinary shares were delisted about ten days later, reducing exchange visibility and liquidity.
Filing Explained
As of June 30, 2026, the plan had not taken effect; DIP financing was outstanding as super-priority debt while proposed equity cancellation remained pending.
This Form 10-Q confirms that Trinseo’s Chapter 11 cases were still in progress as of June 30, 2026: the Plan had not become effective, so the proposed cancellation of existing equity had not yet taken effect.
The filing reports debtor-in-possession financing as super-priority administrative expense claims. The OpCo and Super HoldCo facilities include new-money commitments of
These facilities provide financing for the Chapter 11 process but add or preserve claims that rank ahead of existing equity under the disclosed structure.
The stated next structural milestone is Plan effectiveness, which requires Bankruptcy Court confirmation and satisfaction or waiver of closing conditions, including required regulatory approvals and completion of DIP and exit-financing arrangements.
Key Figures
Key Terms
Debtor-in-possession regulatory
Liabilities subject to compromise financial
Restructuring Support Agreement regulatory
Going concern financial
Accounts Receivable Securitization Facility financial
Debtor-in-possession credit facility financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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:
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Title of Each Class | Trading symbol | Name of Exchange on which registered |
N/A |
As of July 31, 2026, there were
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TABLE OF CONTENTS
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Part I | | Financial Information | | | |
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Item 1. | | Financial Statements | | 6 | |
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| | Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited) | | 6 | |
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| | Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited) | | 7 | |
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| | Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 (Unaudited) | | 8 | |
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| | Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2026 and 2025 (Unaudited) | | 9 | |
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| | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) | | 10 | |
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| | Notes to Condensed Consolidated Financial Statements (Unaudited) | | 11 | |
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Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 44 | |
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Item 3. | | Quantitative and Qualitative Disclosures about Market Risk | | 55 | |
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Item 4. | | Controls and Procedures | | 56 | |
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Part II | | Other Information | | | |
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Item 1. | | Legal Proceedings | | 56 | |
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Item 1A. | | Risk Factors | | 56 | |
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Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 59 | |
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Item 3. | | Defaults Upon Senior Securities | | 59 | |
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Item 4. | | Mine Safety Disclosures | | 59 | |
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Item 5. | | Other Information | | 60 | |
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Item 6. | | Exhibits | | 60 | |
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Exhibit Index | | | | | |
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Signatures | | | | | |
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Trinseo PLC (DEBTOR-IN-POSSESSION)
Quarterly Report on Form 10-Q
For the quarterly period ended June 30, 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”).
On May 26, 2026 (the “Petition Date”), Trinseo PLC and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), commencing the Company’s Chapter 11 cases (the “Chapter 11 Cases”). The Chapter 11 Cases were initiated to facilitate a comprehensive restructuring of the Company’s capital structure (the “Chapter 11 Restructuring Transactions”) through a joint prepackaged plan of reorganization (the “Plan”) pursuant to a Restructuring Support Agreement, dated May 13, 2026 (the “RSA”), entered into with certain holders of the Company’s funded indebtedness.
Information about the Plan is available through the Company’s dedicated microsite at www.strengtheningtrinseo.com/. Information about the Chapter 11 Cases, including court filings and other documents, is available through the Company’s claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/Home-Index.
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, the progress of our Chapter 11 Cases, 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 obtain approval of the Plan or other motions or requests made with respect to the Chapter 11 Cases from the Bankruptcy Court; our ability to consummate the Plan and emerge from Chapter 11 within our currently expected timeline or at all; the effects of the Chapter 11 Cases, including increased professional costs, on our liquidity, results of operations and business; the outcome of litigation related to the Chapter 11 Cases; the consummation of the transactions contemplated by the Plan, including the ability of the parties to negotiate definitive agreements and satisfy the other conditions of the Plan, including completion of the Irish examinership proceedings and other regulatory filings; our ability to continue as a going concern; our 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; ongoing geopolitical tensions or conflicts, such as the Russia-Ukraine war and military conflict in Iran; 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
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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 (DEBTOR-IN-POSSESSION)
Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net of allowances (June 30, 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 (June 30, 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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Liabilities subject to compromise | | | | | | — |
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 (June 30, 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 (DEBTOR-IN-POSSESSION)
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 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 of unconsolidated affiliate | |
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Operating income (loss) | |
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| ( | |
| ( | |
| ( |
Interest expense, net | |
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Reorganization items, 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 (DEBTOR-IN-POSSESSION)
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 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 | |
| ( | |
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| ( | |
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Comprehensive loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC (DEBTOR-IN-POSSESSION)
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 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss |
| — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Other comprehensive loss |
| — | | — | | — | | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Share-based compensation activity |
| — | | — | | — | | | — | | | — | | | | | | — | | | — | | | — | | | |
Balance at June 30, 2026 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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, 2024 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss |
| — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Other comprehensive income |
| — | | — | | — | | | — | | | — | | | — | | | — | | | | | | — | | | |
Share-based compensation activity |
| | | — | | — | | | — | | | — | | | | | | — | | | — | | | — | | | |
Dividends on ordinary shares ($ | | — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at March 31, 2025 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss |
| — | | — | | — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Other comprehensive income |
| — | | — | | — | |
| — | |
| — | |
| — | |
| — | |
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Share-based compensation activity |
| | | — | | — | |
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| — | |
| — | |
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Dividends on ordinary shares ($ | | — | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at June 30, 2025 |
| | | | | — | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRINSEO PLC (DEBTOR-IN-POSSESSION)
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
| | 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 of unconsolidated affiliate, net of dividends | |
| ( | |
| ( |
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 | |
| — | | | |
Non-cash reorganization items, net | | | | | | — |
Changes in assets and liabilities | | | | | | |
Accounts receivable | |
| ( | |
| ( |
Inventories | |
| ( | |
| ( |
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 | |
| | |
| ( |
Cash used in operating activities | | | ( | | | ( |
Cash flows from investing activities | | | | | | |
Capital expenditures | |
| ( | |
| ( |
Proceeds from the sale of other assets | |
| | |
| — |
Cash used in investing activities | | | ( | | | ( |
Cash flows from financing activities | | | | | | |
Payments for debt issuance and extinguishment costs | |
| ( | |
| ( |
Short-term borrowings, net | |
| ( | |
| ( |
Cash paid for dividends and dividend equivalent units | | | ( | | | ( |
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 | | | ( | | | ( |
Borrowing under the DIP 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 | |
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| ( |
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 (included within "Other Current Assets") | | | | | | |
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 (DEBTOR-IN-POSSESSION)
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 June 30, 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 June 30, 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.
Current Bankruptcy Proceedings
On May 26, 2026 (the “Petition Date”), Trinseo PLC and certain of its direct and indirect subsidiaries (Altuglas LLC, Aristech Surfaces LLC, Trinseo International Holding LLC, Trinseo Holding B.V., Trinseo Holding S.a r.l., Trinseo LLC, Trinseo Luxco Finance SPV S.a r.l., Trinseo LuxCo S.a r.l., Trinseo Materials Finance, Inc., Trinseo NA Finance LLC, Trinseo NA Finance SPV LLC, and Trinseo US Holding, Inc.) (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), commencing the Company’s Chapter 11 cases (the “Chapter 11 Cases”).
The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. As debtors-in-possession, the Debtors are generally authorized to operate their businesses in the ordinary course.
The filing of the Chapter 11 Cases triggered the automatic stay under Section 362 of the Bankruptcy Code, which, among other things, prohibits the Company’s creditors from taking actions to collect on prepetition obligations or to exercise remedies with respect to such obligations, absent relief from the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors have filed with the Bankruptcy Court a variety of motions seeking “first day” relief, including the authority to access cash collateral, continue using their cash management system, pay employee wages and benefits and pay vendors in the ordinary course of business. At a hearing held on May 27, 2026, the Bankruptcy Court generally approved the relief sought in these motions on an interim basis. Following subsequent hearings held on June 17, 2026, the Bankruptcy Court entered orders approving substantially all of the relief sought on a final basis.
Prior to the Petition Date, the Company’s nonpayment of certain interest obligations beyond applicable grace periods constituted events of default under certain of its debt agreements and triggered cross-defaults under other financing arrangements. As a result of the Chapter 11 filings, enforcement of remedies by prepetition creditors with respect to such defaults is stayed.
During the three months ended June 30, 2026, the Debtors transferred $
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bank account administered by Kroll Restructuring Administration LLC, who on the Debtors' behalf will pay the allowed professional fee claims after notice from the Bankruptcy Court. The Debtors have continued to fund the escrow bank account weekly through the issuance date of these condensed consolidated financial statements. The funds held in the escrow account are classified as restricted cash, included within “Other current assets” in the Company’s condensed consolidated balance sheet.
The Chapter 11 Cases were initiated to facilitate a comprehensive restructuring of the Company’s capital structure (the “Chapter 11 Restructuring Transactions”) through a joint prepackaged plan of reorganization (the “Plan”) pursuant to a Restructuring Support Agreement, dated May 13, 2026 (the “RSA”), entered into with certain holders of the Company’s funded indebtedness.
Restructuring Support Agreement and Plan
The RSA contemplates the implementation of the Plan, which provides for, among other things, the cancellation, discharge, and release of substantially all of the Company’s prepetition funded indebtedness, the issuance of consideration to eligible holders of such claims, including equity interests in the reorganized Company, cash, subscription rights and takeback debt instruments.
Under the Plan general unsecured trade claims and other non-funded debt claims are expected to be unimpaired and paid in full in the ordinary course of business and existing equity interests are expected to be cancelled, extinguished, and of no further force or effect, and are not expected to receive any recovery.
The Plan is supported by certain lenders holding substantial portions of the Company’s funded debt including, the Super HoldCo 1L Lenders holding approximately
The Super HoldCo 1L Claims contain portions of the aggregate outstanding principal amount of the senior secured term loan facility maturing in May 2028 (the “2028 Refinance Term Loans”) (as defined in the 2028 Refinance Credit Agreement). The RCF Claims contain portions of the super-priority revolving credit facility maturing in February 2028 (the “OpCo Super-Priority Revolver”) (as defined in the RCF Credit Agreement). The OpCo 2028 Term Loan Claims contain portions of the aggregate outstanding principal amount of the senior secured term loan B facility maturing in May 2028 (the “2028 Term Loan B”) (as defined in the Credit Agreement).
Application of ASC 852, Reorganizations
There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the Company's 2025 Annual Report except for the application of Accounting Standard Codification (“ASC”) Topic 852 – Reorganizations. Beginning on the Petition Date, the Company began applying the provisions of ASC 852, Reorganizations.
As part of the Chapter 11 Cases, persons and entities believing that they have claims or causes of action against the Debtors may file proofs of claim evidencing such claims. The Debtors have not yet set a bar date (deadline) for holders of claims to file proofs of claim. The Debtors have received numerous claims as of the date of this report. We expect that the Debtors may continue to receive a significant number of claims in the future. We are not aware of any claims that we currently expect will require a material adjustment to the accounts and balances as reported as of June 30, 2026.
Accordingly, liabilities subject to compromise are reported separately in the condensed consolidated balance sheets; refer to Note 18, Liabilities Subject to Compromise, for additional details, and reorganization items, net are reported separately in the condensed consolidated statements of operations; refer to Note 19, Reorganization Items, Net, for additional details.
Liabilities subject to compromise represent prepetition obligations of the Debtors that may be impacted by the Chapter 11 Cases. Liabilities subject to compromise are recorded at the expected amount of the total allowed claim, even
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if they may ultimately be settled for different amounts.
The determination of how liabilities will ultimately be settled or treated cannot be made until approved by the Bankruptcy Court. Because the Company has not yet obtained approval by the Bankruptcy Court, there remains uncertainty with respect to the ability of our creditors, including our secured and unsecured debt holders, to recover the full amount of their claims against us. As a result, all prepetition secured and unsecured debt instruments have been classified as liabilities subject to compromise in our condensed consolidated balance sheets as of June 30, 2026 along with any related accrued interest payable balance. Under the Bankruptcy Code, the Debtors may assume, modify, assign or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and certain other conditions. Although the Debtors do not intend to modify, assign or reject any of these agreements, and received approval from the Bankruptcy Court on June 17, 2026 to continue processing all lease payments, the Debtors’ lease liabilities were classified as liabilities subject to compromise in the condensed consolidated balance sheets as of June 30, 2026.
The amounts in Note 19 are preliminary and may be subject to future adjustments as a result of, among other things, the possibility or occurrence of certain Bankruptcy Court actions, further developments with respect to disputed claims, and/or any payments by us of amounts classified as liabilities subject to compromise, which may be allowed in certain limited circumstances. Accordingly, the amounts ultimately allowed by the Bankruptcy Court may differ materially from amounts recorded in the accompanying condensed consolidated financial statements.
Reorganization items, net represent amounts incurred or realized as a direct result of the Chapter 11 Cases and are reported separately in the condensed consolidated statements of operations. As a result, the Company’s financial statements distinguish transactions and events directly associated with the reorganization from the ongoing operations of the business; refer to Note 19, Reorganization Items, Net, for additional details.
Status of the Chapter 11 Cases
The Company solicited votes on the Plan prior to the Petition Date. As of the filing of this Quarterly Report, the Plan had not become effective. The effectiveness of the Plan remains subject to confirmation by the Bankruptcy Court and satisfaction or waiver of various closing conditions.
The effectiveness of the Plan and the Company’s emergence from Chapter 11 are subject to several conditions, including final judgment by the Bankruptcy Court in ongoing litigation related to the Chapter 11 Cases, approval and confirmation of the Plan by the Bankruptcy Court, satisfaction of milestones and other conditions set forth in the RSA, receipt of required regulatory approvals, including approval by the High Court of Ireland, the Federal Trade Commission and other regulators, where applicable, and completion of debtor-in-possession and exit financing arrangements.
The Company currently expects to emerge from Chapter 11 prior to the end of 2026; however, the timing and outcome of the Chapter 11 Cases, including confirmation and consummation of the Plan, remain subject to significant risks and uncertainties.
Going Concern
In accordance with 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 condensed consolidated financial statements.
The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had liquidity of $
Absent the consummation of the Chapter 11 Restructuring Transactions, significant debt maturities would occur in
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2028, including the 2028 Refinance Term Loans, the 2028 Term Loan B, the A/R Facility, and the OpCo Super-Priority Revolver.
As a result of these factors, the Company concluded that substantial doubt about its ability to continue as a going 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.
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
During 2026, there were no recently issued accounting standards which would have a material effect on the Company’s condensed consolidated financial statements, except for the application of ASC Topic 852 – Reorganizations described in Note 1.
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.
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 and six months ended June 30, 2026 and 2025.
| | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | | | |||
Three Months Ended | | Materials | | Binders | | Solutions | | Total | ||||
June 30, 2026 | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Europe | |
| | |
| | |
| | |
| |
Asia-Pacific | |
| | |
| | |
| | |
| |
Rest of World | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
June 30, 2025 | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Europe | |
| | |
| | |
| | |
| |
Asia-Pacific | |
| | |
| | |
| | |
| |
Rest of World | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
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| | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | | | |||
Six Months Ended | | Materials | | Binders | | Solutions | | Total | ||||
June 30, 2026 | | | | | | | | | | | | |
United States | | $ | | | $ | | | $ | | | $ | |
Europe | |
| | |
| | |
| | |
| |
Asia-Pacific | |
| | |
| | |
| | |
| |
Rest of World | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
June 30, 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 | | Six Months Ended | ||
| | June 30, | | June 30, | ||
2025 Restructuring Plan Charges by Segment | | 2026 | | 2026 | ||
Engineered Materials | | $ | | | $ | |
Polymer Solutions | | | | | | |
Total | | $ | | | $ | |
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The following table is a summary of charges (credits) incurred related to the 2025 Restructuring Plan:
| | | | | | |
| | Three Months Ended | | Six Months Ended | ||
| | June 30, | | June 30, | ||
2025 Restructuring Plan Charges (Credits) | | 2026 | | 2026 | ||
Severance and related benefit credits (credits) | | $ | ( | | $ | ( |
Asset related charges | | | | | | |
Contract terminations | | | | | | |
Total | | $ | | | $ | |
At June 30, 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 (credits) | | | ( | | | | | | | | | |
Payments (1) | | | ( | | | ( | | | ( | | | ( |
Asset write-offs | | | — | | | ( | | | — | | | ( |
Reserve balance at June 30, 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
2024 Restructuring Plan and Stade Shutdown Charges (Credits) by Segment | | 2026 | | 2025 | | 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
2024 Restructuring Plan and Stade Shutdown Charges (Credits) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Severance and related benefit costs (credits) | | $ | ( | | $ | | | $ | ( | | $ | ( |
Asset related charges | | | | | | | | | | | | |
Contract terminations | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
At June 30, 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 (credits) | | | ( | | | — | | | | | | |
Payments (1) | | | ( | | | — | | | ( | | | ( |
Reserve balance at June 30, 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.
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The Company recorded net pre-tax restructuring charges of $
The following table summarizes the charges (credits) incurred by segment related to the 2023 Asset Optimization and Corporate Restructuring plan:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
2023 Asset Optimization and Corporate Restructuring Plan | | June 30, | | June 30, | ||||||||
Charges (Credits) by Segment | | 2026 | | 2025 | | 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 | | Six Months Ended | ||||||||
2023 Asset Optimization and Corporate Restructuring Plan | | June 30, | | June 30, | ||||||||
Charges | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Severance and related benefit costs | | $ | — | | $ | | | $ | — | | $ | |
Asset related charges | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
At June 30, 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 | | Total | |||
Reserve balance at December 31, 2025 | | $ | | | $ | — | | $ | |
Restructuring charges | | | — | | | | | | |
Payments (1) | | | ( | | | ( | | | ( |
Reserve balance at June 30, 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
2022 Asset Restructuring Plan Charges (Credits) by Segment | | 2026 | | 2025 | | 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
2022 Asset Restructuring Plan Charges (Credits) by Segment | | 2026 | | 2025 | | 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 six months ended June 30, 2025, the Company recorded a credit of $( |
At June 30, 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 (credits) | | | ( | | | | | | | | | |
Payments (1) | | | ( | | | ( | | | ( | | | ( |
Reserve balance at June 30, 2026 | | $ | — | | $ | — | | $ | — | | $ | — |
| (1) | Includes immaterial impacts of foreign currency remeasurement. |
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NOTE 5—INCOME TAXES
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 |
| ||||
Provision for income taxes | | $ | | | $ | | | $ | | | $ | | |
Effective income tax rate | | | ( | % | | ( | % | | ( | % | | ( | % |
Provision for income taxes for the three and six months ended June 30, 2026 totaled $
The main driver of the increase in the effective income tax rate for the three and six months ended June 30, 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 and six months ended June 30, 2026 and 2025.
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in millions, except per share data) | | 2026 | | 2025 | | 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 and six months ended June 30, 2026 and June 30, 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:
| | | | | | |
| | June 30, | | 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Sales | | $ | | | $ | | | $ | | | $ | |
Gross profit | | $ | | | $ | | | $ | | | $ | |
Net income | | $ | | | $ | | | $ | | | $ | |
As of June 30, 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 June 30, 2026:
| | | | | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | Americas | | | | ||||
| | Materials | | Binders | | Solutions | | Styrenics | | Total | |||||
Balance at December 31, 2025 | | $ | | | $ | | | $ | | | $ | — | | $ | |
Foreign currency impact | |
| ( | | | ( | | | ( | | | — | |
| ( |
Balance at June 30, 2026 | | $ | | | $ | | | $ | | | $ | — | | $ | |
As of June 30, 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 of December 31, 2025.
During the six months ended June 30, 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. The Company's failure to make certain interest payments constituted events of default under certain credit agreements and debt instruments and resulted in the related obligations becoming immediately due and payable; however, following the Petition Date, enforcement of such obligations became subject to the automatic stay provisions of the Bankruptcy Code. As a result, as of June 30, 2026, substantially all prepetition indebtedness was reclassified to “Liabilities subject to compromise” on the condensed consolidated balance sheet, in accordance with ASC 852, Reorganizations.
The Company continues to engage with its financial stakeholders regarding implementation of the Chapter 11 Restructuring Transactions. The timing and outcome of the Chapter 11 Cases, including confirmation and consummation of the Plan, remain subject to significant risks and uncertainties. Refer to Note 1, Current Bankruptcy Proceedings, for additional information regarding the Chapter 11 Cases and the Company's restructuring process.
As of June 30, 2026 and December 31, 2025, outstanding debt facilities consisted of the following:
| | | | | | | | | | | | | | | | | | | |
| | | | | | June 30, 2026 | |||||||||||||
| | Effective Interest Rate as of June 30, 2026 (1) | | Maturity Date | | Par Value | | Unamortized Debt Premium and (Discount) (2) | | Carrying Value | | Unamortized Deferred Financing Fees (3) | | Total Debt, Less Unamortized Deferred Financing Fees | |||||
Debtor-in-Possession Financing Facilities (6) | | | | ||||||||||||||||
OpCo DIP Facility | | | May 2027 | | $ | | | $ | — | | $ | | | $ | — | | $ | | |
Super HoldCo DIP Facility | | | May 2027 | | | | | | — | | | | | | — | | | | |
2026 AR Facility (5) | | Various | | May 2027 | | | | | | — | | | | | | — | | | |
Prepetition debtor financing | | | | | | | | | | | | | | | | | | | |
2028 Refinance Term Loans | | | May 2028 | | | | | | — | | | | | | — | | | | |
2028 Term Loan B | | | May 2028 | | | | | | — | | | | | | — | | | | |
OpCo Super-Priority Revolver (4) | | Various | | February 2028 | | | | | | — | | | | | | — | | | |
2029 Refinance Senior Notes | | | May 2029 | | | | | | — | | | | | | — | | | | |
Other indebtedness | | Various | | Various | | | | | | — | | | | | | — | | | |
Total debt | | | | | | $ | | | $ | — | | $ | | | $ | — | | $ | |
Less: current portion (8) | | | ( | ||||||||||||||||
Liabilities Subject to Compromise (9) | | | ( | ||||||||||||||||
Total long-term debt, net of unamortized deferred financing fees | | $ | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
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| | | | | | December 31, 2025 | |||||||||||||
| | Interest Rate as of | | Maturity Date | | Par Value | | Unamortized Debt Premium and (Discount) (2) | | Carrying Value | | Unamortized Deferred Financing Fees (3) | | Total Debt, Less Unamortized Deferred Financing Fees | |||||
Accounts Receivable Securitization Facility (7) | | Various | | January 2028 | | $ | | | $ | — | | $ | | | $ | — | | $ | |
2028 Refinance Term Loans | | | May 2028 | | | | | | ( | | | | | | ( | | | | |
2029 Refinance Senior | | | May 2029 | | | | | | | | | | | | ( | | | | |
Senior Credit Facility | | | | | | | | | | | | | | | | | | | |
2028 Term Loan B | | | May 2028 | | | | | | ( | | | | | | ( | | | | |
OpCo Super-Priority Revolver | | Various | | February 2028 | | | | | | — | | | | | | — | | | |
Other indebtedness | | Various | | Various | | | | | | — | | | | | | — | | | |
Total debt | | | | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Less: current portion (8) | | | | | | | | | | | | | | | | | | | ( |
Total long-term debt, net of unamortized deferred financing fees | | $ | 2,332.5 | ||||||||||||||||
| (1) | The June 30, 2026 “effective interest rates” included in the table above represent the rates in effect on such date used to calculate: (i) adequate protection payments related to our OpCo Super-Priority Revolver, totaling $ |
| (2) | This caption includes various original issue accounting adjustments related to original issue premium and discounts, all of which are amortized to interest expense using the straight-line method over the related instrument’s contractual term. As of June 30, 2026, the Company wrote off (within “Reorganization items, net” in the condensed consolidated statements of operations) all original issue premium and discounts related to prepetition indebtedness in accordance with ASC 852, Reorganizations. |
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
| (3) | 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. As of June 30, 2026, the Company expensed (within “Reorganization items, net” in the condensed consolidated statements of operations) all deferred financing fees related to prepetition indebtedness in accordance with ASC 852, Reorganizations. |
| (4) | Under the OpCo Super-Priority Revolver, the Company had a capacity of $ |
| (5) | As of June 30, 2026, this facility had a borrowing capacity of $ |
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| (6) | On May 28, 2026, certain direct and indirect subsidiaries of the Company, as borrowers, entered into |
| (7) | As of December 31, 2025, this facility had a borrowing capacity of $ |
| (8) | The current portion of long-term debt as of June 30, 2026 was primarily related to the Company’s 2026 AR Securitization Facility and the DIP Facilities. |
The current portion of long-term debt as of December 31, 2025 was primarily related to $
| (9) | As of June 30, 2026, the entire carrying amount our 2028 Term Loan B, 2028 Refinance Term Loans, and 2029 Refinance Senior Notes, as well as any related remaining accrued and unpaid interest that existed as of the Petition Date, is included in “Liabilities subject to compromise” in the condensed consolidated balance sheets. The carrying amount of our OpCo Super-Priority Revolver less reductions for certain adequate protection payments made since the Petition Date, totaling $ |
Debtor-in-possession Financing
In May 2026, the Debtors filed voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court. The Plan provides for fully committed debtor-in-possession financing, pursuant to which the Company entered into
OpCo Collateral Group
Certain subsidiaries of the Company together, the “OpCo Borrowers”, (Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc.), entered into a Senior Secured Super-Priority Debtor-In-Possession Credit Agreement (the “OpCo DIP Credit Agreement”), providing for a senior secured super-priority priming term loan debtor-in-possession credit facility. The OpCo Borrowers were the original issuers for both the 2028 Term Loans and the OpCo Super-Priority Revolver.
The OpCo DIP Credit Agreement consists of an aggregate principal amount of $
The OpCo DIP Facility also consists of a roll-up facility pursuant to which up to $
The OpCo DIP Facility is subject to a commitment fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans are funded, both totaling $
The Chapter 11 Cases are subject to certain milestones, including deadlines for entry of the final DIP order and confirmation of the Plan. The obligations under the OpCo DIP Facility are guaranteed by each guarantor party thereto and
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secured by liens on substantially all assets of the OpCo Borrowers and guarantors, subject to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The OpCo DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for debtor-in-possession financings of this type.
Super HoldCo Collateral Group
Other subsidiaries of the Company together, the “SHC Borrowers”, (Trinseo NA Finance LLC, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC), entered into a Senior Secured Super-Priority Debtor-In-Possession HoldCo Credit Agreement (the “Super-Holdco DIP Credit Agreement”), providing for a senior secured super-priority priming term loan debtor-in-possession credit facility. The SHC Borrowers were the original issuers for both the 2028 Refinance Term Loans and the 2029 Refinance Senior Notes.
The Super-Holdco DIP Credit Agreement consists of an aggregate principal amount of $
The Super-Holdco DIP Facility also includes a roll-up facility pursuant to which $
The Super-Holdco DIP Facility is subject to a commitment fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans are funded, both totaling $
The Chapter 11 Cases are subject to certain milestones and confirmation of the Plan. The obligations under the Super-Holdco DIP Facility are guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the SHC Borrowers and guarantors, subject to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The Super-Holdco DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for debtor-in-possession financings of this type.
Accounts Receivable Securitization Facilities
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
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Credit Agreement and OpCo Super-Priority 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 OpCo Super-Priority Revolver, and other related notice and cross-defaults, (ii) reduce the advance rate thereunder from
In connection with the Chapter 11 Cases and the DIP Facilities, on May 29, 2026, the Company entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”), which amends and restates the Credit and Security Agreement, dated as of July 18, 2024 governing the Accounts Receivable Securitization Facility (as amended and restated, the “AR Credit Agreement”). The AR Credit Agreement provides for a non-recourse revolving credit facility in an aggregate amount of up to $
The 2026 AR Facility matures on the earliest to occur of: May 29, 2027, the date the Company exits the Chapter 11 Cases under a chapter 11 plan, or the occurrence of an amortization event as set forth in the AR Credit Agreement. As part of exit financing contemplated by the Plan, the RSA provides that, on the effective date of a chapter 11 plan, the 2026 AR Facility is expected to be converted into, or refinanced by, an exit accounts receivable securitization facility on terms and conditions to be agreed upon by the Company and the creditor parties.
The AR Credit Agreement contains representations, warranties, affirmative and negative covenants, and amortization events customary for receivables securitization facilities of this type, including but not limited to a cross-default to the Company’s other material indebtedness.
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.
The Company determined it had available liquidity of $
The OpCo DIP Facility is subject to a minimum liquidity covenant requiring liquidity of not less than $
The Super-Holdco DIP Facility is subject to a minimum liquidity covenant requiring liquidity of not less than $
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Prepetition debtor financing
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 $
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 (the “Credit Agreement”), 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.
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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
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. 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 OpCo Super-Priority 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 and Third Amendments, the Company agreed to pay a closing fee to the lenders under the 2026 Incremental Revolving Facility, payable in-kind, in an amount equal to
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
On April 14, 2026, the Company elected to delay its next interest payment on the 2028 Refinance Term Loans in the amount of approximately $
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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 six months ended June 30, 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 June 30, 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 probable that the forecasted transaction will not occur. The Company had
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
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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 and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | Location and Amount of Gain (Loss) Recognized in | ||||||||||
| | Three Months Ended | | Three Months Ended | ||||||||
| | June 30, 2026 | | June 30, 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 | | $ | — | | $ | — | | $ | — | | $ | ( |
| | | | | | | | | | | | |
| | Location and Amount of Gain (Loss) Recognized in | ||||||||||
| | Six Months Ended | | Six Months Ended | ||||||||
| | June 30, 2026 | | June 30, 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 | | $ | — | | $ | — | | $ | ( | | $ | — |
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The following table presents the effect of cash flow hedge accounting on AOCI for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | Gain (Loss) Recognized in AOCI on Balance Sheet | | Gain (Loss) Recognized in AOCI on Balance Sheet | ||||||||
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Designated as Cash Flow Hedges | | | | | | | | | | | | |
Commodity cash flow hedges | | $ | — | | $ | ( | | $ | — | | $ | ( |
Total | | $ | — | | $ | ( | | $ | — | | $ | ( |
| | | | | | | | | | | | |
| | Gain (Loss) Recognized in Other income, net in Statement of Operations | | Gain (Loss) Recognized in Other income, net in Statement of Operations | ||||||||
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 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
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 June 30, 2026.
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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
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 June 30, 2026 and December 31, 2025:
| | | | | | |
| | As of | | As of | ||
| | June 30, 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 June 30, 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
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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.
| | | |
Change in asset retirement obligation | | | |
Balance at December 31, 2025 | | $ | |
Obligations incurred and adjustments to estimated obligations | | | |
Settlements | | | ( |
Accretion expense | | | |
Currency translation adjustment | | | ( |
Balance at June 30, 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 June 30, 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
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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, for an enterprise value of approximately $
Chapter 11 Litigation
On May 29, 2026, an ad-hoc minority lender group filed an adversary complaint pursuant to Rule 7001 of the Federal Rules of Bankruptcy Procedure with regard to the Chapter 11 Cases against certain lenders and certain of the Debtors, alleging that the Company’s 2023 refinancing transactions violated the terms of the Credit Agreement and therefore subsequent transactions should be invalidated, including seeking disallowance of certain intercompany loans, as well as recharacterization or subordination of those same intercompany loans, and subordination of the OpCo Super-Priority Revolver. The Company filed a Motion for Judgment on the Pleadings on June 9, 2026, with the parties subsequently filing response and reply briefs on June 23 and June 30. Additionally, the complaint was amended on June
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23, 2026, and the Company filed an answer to the amended complaint, on July 7, 2026. The Bankruptcy Court heard argument on the Motion for Judgment on the Pleadings on July 22, 2026. On July 30, 2026, the Bankruptcy Court issued an oral ruling denying the Company’s Motion for Judgment on the Pleadings with respect to
In addition, the ad-hoc minority lender group has filed certain additional motions that could affect the resolution of these Chapter 11 Cases, including (a) a motion to designate the votes of certain intercompany loans, (b) a motion seeking leave of the Bankruptcy Court for derivative standing to assert certain claims, including fraudulent conveyance and breach of fiduciary duty claims, on behalf of the Company and certain of its subsidiaries, and (c) a motion seeking to terminate the Company’s exclusive authority to promulgate a plan of reorganization. Responses to the first two motions are due on August 7, 2026, and each motion is expected to be heard during the scheduled August 12-14 trial. A response to the latter motion is currently due on August 11, 2026.
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 | ||||||||
| June 30, | | June 30, | ||||||||
| 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 prior service credit |
| — | |
| ( | |
| — | |
| — |
Amortization of net gain |
| ( | |
| ( | |
| — | |
| — |
Settlement and curtailment gain |
| — | |
| ( | |
| ( | |
| ( |
Net periodic benefit cost | $ | | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | |
| Six Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 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 prior service credit |
| — | |
| ( | |
| — | |
| — |
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 June 30, 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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contributions, including benefit payments to unfunded plans, of approximately $
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 and six months ended June 30, 2026 and 2025, as well as unrecognized compensation cost as of June 30 2026:
| | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | June 30, 2026 | |||||||||||
| | June 30, | | June 30, | | Unrecognized | | Weighted | |||||||||
| | 2026 | | 2025 | | 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 June 30, 2026 is calculated using the stock price, subject to certain minimum and maximum amounts, as of June 30, 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 and six months ended June 30, 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
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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 and six months ended June 30, 2026 and 2025.
| | | | | | | | | | | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | Americas | | Total | | Corporate | | | | ||||||
Three Months Ended (1) | | Materials | | Binders | | Solutions | | Styrenics | | Segments | | Unallocated | | Total | |||||||
June 30, 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 | | | | | | | | | | | | — | | | | | | | | | |
June 30, 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 | | | | | | | | | | | | — | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | |
| | Engineered | | Latex | | Polymer | | Americas | | Total | | Corporate | | | | ||||||
Six Months Ended (1) | | Materials | | Binders | | Solutions | | Styrenics | | Segments | | Unallocated | | Total | |||||||
June 30, 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 | | | | | | | | | | | | — | | | | | | | | | |
June 30, 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Loss before income taxes | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Interest expense, net (4) | |
| | |
| | |
| | |
| |
Depreciation and Amortization (5) | |
| | |
| | | | | |
| |
Corporate Unallocated (6) | | | | | | | | | | | | |
Adjusted EBITDA Addbacks (7) | |
| | |
| | |
| | |
| |
Segment Adjusted EBITDA | | $ | | | $ | | | $ | | | $ | |
(4) | During the three and six months ended June 30, 2026, the Company did not recognize approximately $ |
(5) | During the six months ended June 30, 2026, the Company recognized $ |
During the three months ended June 30, 2025, the Company entered into an agreement to move our current enterprise resource planning (“ERP”) system to a cloud based system, triggering an acceleration of the amortization of the capitalized software assets totaling $
During the six months ended June 30, 2025, an $
(6) | Corporate unallocated includes corporate overhead costs and certain other income and expenses. |
(7) | Adjusted EBITDA addbacks for the three and six months ended June 30, 2026 and 2025 are as follows: |
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Loss on financing transactions (Note 10) | | $ | | | $ | | | $ | | | $ | |
Net gain on disposition of businesses and assets | | | ( | | | — | | | ( | | | — |
Restructuring and other charges (Note 4) | | | | | | | | | | | | |
Reorganization items, net (Note 19) | | | | | | — | | | | | | — |
Other items (a) | | | | | | | | | | | | |
Total Adjusted EBITDA Addbacks | | $ | | | $ | | | $ | | | $ | |
| (a) | Other items for the three and six months ended June 30, 2026 primarily relate to fees incurred in connection with the Company’s ongoing lender negotiations incurred before the Company filed for bankruptcy or were incurred by non-Debtor entities. Any fees incurred in connection with the Company’s ongoing lender negotiations by the Debtors during the pendency of the Chapter 11 bankruptcy is included within Reorganization items, net. |
Other items for the three and six months ended June 30, 2025 primarily relate to fees incurred in conjunction with the legal defense costs associated with Synthos litigation, described in Note 13.
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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 June 30, 2026 and 2025 | | Adjustments | | Plans, Net | | | Hedges, Net | | Total | |||
Balance at March 31, 2026 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| ( | | | | |
| — | |
| ( |
Amounts reclassified from AOCI to net loss (1) | | | — | | | ( | | | — | | | ( |
Balance as of June 30, 2026 | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | |
Balance at March 31, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Amounts reclassified from AOCI to net income (loss) (1) | | | — | | | ( | | | | | | ( |
Balance as of June 30, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | |
| | Cumulative | | Pension & Other | | | | | | |||
| | Translation | | Postretirement Benefit | | Cash Flow | | | | |||
Six Months Ended June 30, 2026 and 2025 | | Adjustments | | Plans, Net | | Hedges, Net | | Total | ||||
Balance at December 31, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| ( | | | | |
| — | |
| ( |
Amounts reclassified from AOCI to net loss (1) | | | — | | | ( | | | — | | | ( |
Balance as of June 30, 2026 | | $ | ( | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | | |
Balance at December 31, 2024 | | $ | ( | | $ | | | $ | | | $ | ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Amounts reclassified from AOCI to net income (loss) (1) | | | — | | | ( | | | | | | ( |
Balance as of June 30, 2025 | | $ | ( | | $ | | | $ | | | $ | ( |
| (1) | The following is a summary of amounts reclassified from AOCI to net income (loss) for the three and six months ended June 30, 2026 and 2025: |
| | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | | ||||||||
| | June 30, | | June 30, | | Statements of Operations | ||||||||
AOCI Components | | 2026 | | 2025 | | 2026 | | 2025 | | Classification | ||||
Cash flow hedging items | | | | | | | | | | | | | | |
Commodity cash flow hedges | | $ | — | | $ | | | $ | — | | $ | | | Cost of sales |
Total before tax | | | — | | | | | | — | | | | | |
Tax effect | | | — | | | ( | | | — | | | ( | | Provision for income taxes |
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 | | $ | ( | | $ | ( | | $ | ( | | $ | ( | | |
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| (a) | These AOCI components are included in the computation of net periodic benefit costs (see Note 14). |
NOTE 18—LIABILITIES SUBJECT TO COMPROMISE
As discussed in Note 1, Basis of Presentation, since the Petition Date, the Company has been operating as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. On the accompanying condensed consolidated balance sheet, Liabilities subject to compromise reflects prepetition obligations that are unsecured or undersecured and are recognized at the estimated amount of the allowed claims.
Liabilities subject to compromise at June 30, 2026 consisted of the following:
| | | |
| | June 30, | |
| | 2026 | |
Liabilities subject to compromise | | | |
Debt subject to compromise | | | |
2028 Refinance Term Loans | | $ | |
2028 Term Loan B | | | |
2029 Refinance Senior Notes | |
| |
OpCo Super-Priority Revolver | | | |
Accrued interest on debt subject to compromise | |
| |
Lease liabilities | | | |
Total liabilities subject to compromise | | $ | |
NOTE 19—REORGANIZATION ITEMS, NET
Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and were as follows:
| | | | | | |
| | Three Months Ended | Six Months Ended | |||
| | June 30, | June 30, | |||
| | 2026 | | 2026 | ||
Write-off of prepetition deferred financing costs, net | | $ | | | $ | |
Write-off of issuance cost of post-petition financing | | | | | | |
Bankruptcy-related professional fees | | | | | | |
Reorganization items, net | | $ | | | $ | |
Professional fees included in Reorganization items, net represent fees for post-petition expenses related to the Chapter 11 Cases. Write-offs of deferred debt issuance costs, deferred financing costs, and unamortized fair market value adjustment are included in Reorganization items, net.
As of June 30, 2026, $
NOTE 20— CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION
The financial statements below represent the
Intercompany transactions among the Debtors have been eliminated in the condensed combined Debtors' financial statements. Intercompany transactions between the Debtors and the non-Debtor entities have not been eliminated in the Debtors' financial statements.
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The Debtors' transfer of trade receivables to non-debtor entities and receipt of receivable collections, net of collection costs are reflected as capital contributions and distributions through Due from affiliates. The Debtors also earn a fee for servicing the contributed receivables from non-Debtor entities, and unpaid servicing fees are reflected in the Due from affiliates balance. The Debtor's loss on sale of receivables and income related to its servicing of receivables are reflected as Other income and expense. The results of operations of the Debtors may not represent the actual results if operating on a stand-alone basis.
Debtors’ Balance Sheet
(In millions, except per share data)
(Unaudited)
| | | |
| | June 30, | |
| | 2026 | |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | | $ | |
Accounts receivable, net of allowances (June 30, 2026: $ | | | |
Inventories | |
| |
Due from affiliates | | | |
Other current assets | |
| |
Total current assets | |
| |
Investments in unconsolidated affiliate | |
| — |
Property, plant and equipment, net of accumulated depreciation (June 30, 2026: $ | |
| |
Other assets | | | |
Goodwill | |
| — |
Other intangible assets, net | |
| |
Right-of-use assets – operating, net | | | |
Deferred charges and other assets | |
| |
Total other assets | |
| |
Total assets | | $ | |
Liabilities and shareholders’ equity | | | |
Current liabilities | | | |
Short-term borrowings and current portion of long-term debt | | $ | |
Accounts payable | |
| |
Current lease liabilities – operating | | | — |
Income taxes payable | |
| |
Accrued expenses and other current liabilities | |
| |
Total current liabilities | |
| |
Noncurrent liabilities | | | |
Long-term debt, net of unamortized deferred financing fees | |
| — |
Noncurrent lease liabilities – operating | | | — |
Deferred income tax liabilities | |
| |
Other noncurrent obligations | |
| |
Total noncurrent liabilities | |
| |
Liabilities subject to compromise | | | |
Commitments and contingencies (Note 13) | | | |
Shareholders’ equity | | | |
Equity | |
| |
Total shareholders’ equity | |
| |
Total liabilities and shareholders’ equity | | $ | |
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Debtors’ Statements of Operations
(In millions)
(Unaudited)
| | | | | | |
| | Three Months Ended | | Six Months Ended | ||
| | June 30, | | June 30, | ||
| | 2026 | | 2026 | ||
Net sales | | $ | | | $ | |
Cost of sales | |
| | |
| |
Gross profit | |
| | |
| |
Selling, general and administrative expenses | |
| | |
| |
Equity in earnings of unconsolidated affiliate | |
| — | |
| |
Operating loss | |
| ( | |
| ( |
Interest expense, net | |
| | |
| |
Reorganization items, net | | | | |
| |
Other expense (income), net | |
| ( | | | |
Loss before income taxes | |
| ( | |
| ( |
Provision for (benefit from) income taxes | |
| ( | |
| |
Net loss | | $ | ( | | $ | ( |
Debtors’ Statement of Cash Flows
(In millions)
(Unaudited)
| | | |
| | Six Months Ended | |
| | June 30, | |
| | 2026 | |
Cash flows from operating activities | | | |
Net cash used in operating activities | | $ | ( |
Cash flows from investing activities | | | |
Capital expenditures | |
| ( |
Cash used in investing activities | | | ( |
Cash flows from financing activities | | | |
Payments for debt issuance and extinguishment costs | |
| ( |
Repurchases and repayments of long-term debt | | | ( |
Proceeds from Revolving Facility | | | |
Repayments of Revolving Facility | | | ( |
Borrowing under the DIP Facility | | | |
Cash provided by financing activities | |
| |
Effect of exchange rates on cash | |
| — |
Net change in cash, cash equivalents, and restricted cash | |
| |
Cash, cash equivalents, and restricted cash—beginning of period | |
| |
Cash, cash equivalents, and restricted cash—end of period | | $ | |
Less: Restricted cash (included within "Other Current Assets") | | | |
Cash and cash equivalents—end of period | | $ | |
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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 and six months ended June 30, 2026, Trinseo recognized net loss of $119.6 million and $235.5 million, respectively, and Adjusted EBITDA of $81.0 million and $133.6 million, respectively. Adjusted EBITDA for the quarter and year 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.
In the first quarter of 2026, the Company elected to utilize the contractually-available grace periods for payment of interest on both the 2028 Term Loan B and our 2029 Refinance Senior Notes and amended the credit agreement governing our Accounts Receivable Securitization Facility to waive the requirement for certain compliance certificate deliverables. Significant debt maturities occur in 2028, including the 2028 Refinance Term Loans, the 2028 Term Loan B, the Accounts Receivable Securitization Facility, and the OpCo Super-Priority Revolver.
In May 2026, Trinseo PLC and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court,” and such cases, the “Chapter 11 Cases”). The Chapter 11 Cases were commenced to conduct a comprehensive restructuring of the Company’s capital structure (the “Chapter 11 Restructuring Transactions”) through a joint prepackaged plan of reorganization (the “Plan”) pursuant to a Restructuring Support Agreement between the Company and a majority of its senior lenders, dated as of May 13, 2026 (the “RSA”). The Chapter 11 Restructuring Transactions is expected to discharge and release approximately $2.0 billion of the Company’s prepetition funded indebtedness (which, in turn, is expected to reduce annual cash interest by approximately $140.0 million) in exchange for certain recoveries set forth in the Restructuring Term Sheet, including, as applicable, reorganized common interests, cash, subscription rights and takeback term loans, to be effectuated through the Plan.
The Company’s supporting senior lenders have committed to support and vote for the Plan and use commercially reasonable efforts to consummate and complete the Chapter 11 Restructuring Transactions. The Company does not expect any operational impact from the Chapter 11 Restructuring Transactions and plans to continue to operate and serve customers and pay vendors and employees in the ordinary course of business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Existing lenders are expected to initially receive 100% of the reorganized Company's equity interests through the Chapter 11 Restructuring Transactions. Trade creditors and all other non-funded-debt General Unsecured Claims will be treated as unimpaired. Holders of the Company’s existing equity interests are expected to have their equity interests cancelled and will receive no recovery.
Information about the Plan is available through the Company’s microsite at www.strengtheningtrinseo.com/. Information about the Chapter 11 Cases, including court filings and other documents, is available through the Company’s claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/Home-Index.
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 condensed consolidated financial statements.
Amendment to Senior Credit Facility Agreement
On April 10, 2026, the Company executed an amendment to its OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company executed another amendment to the OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. These incremental facilities provide additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.
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
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Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. We, along with our partner, remain committed to sell Americas Styrenics and restarted the sale process during the second quarter of 2026.
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.
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 second quarter of 2026.
We continue to closely monitor market developments and 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.
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Results of Operations
Results of Operations for the Three and Six months Ended June 30, 2026 and 2025
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | | ||||||||||||||||||
| | June 30, | | | June 30, | | ||||||||||||||||||
(in millions) | | 2026 | | % | | | 2025 | | % | | | 2026 | | % | | | 2025 | | % | | ||||
Net sales | | $ | 845.4 | | 100 | % | | $ | 784.3 | | 100 | % | | $ | 1,570.1 | | 100 | % | | $ | 1,569.1 | | 100 | % |
Cost of sales | |
| 745.7 | | 88 | % | |
| 747.7 | | 95 | % | |
| 1,408.7 | | 90 | % | |
| 1,468.7 | | 94 | % |
Gross profit | |
| 99.7 | | 12 | % | |
| 36.6 | | 5 | % | |
| 161.4 | | 10 | % | |
| 100.4 | | 6 | % |
Selling, general and administrative expenses | |
| 100.8 | | 12 | % | |
| 78.1 | | 10 | % | |
| 188.2 | | 12 | % | |
| 169.1 | | 10 | % |
Equity in earnings of unconsolidated affiliate | |
| 1.2 | | — | % | |
| 8.2 | | 1 | % | |
| 3.3 | | — | % | |
| 6.4 | | — | % |
Operating income (loss) | |
| 0.1 | | — | % | |
| (33.3) | | (4) | % | |
| (23.5) | | (2) | % | |
| (62.3) | | (4) | % |
Interest expense, net | |
| 72.4 | | 9 | % | |
| 69.5 | | 9 | % | |
| 151.1 | | 10 | % | |
| 136.1 | | 8 | % |
Reorganization items, net | |
| 41.3 | | 5 | % | |
| — | | — | % | |
| 41.3 | | 3 | % | |
| — | | — | % |
Other expense (income), net | |
| 5.5 | | 1 | % | |
| 0.2 | | — | % | |
| 9.7 | | 1 | % | |
| (23.0) | | (1) | % |
Loss before income taxes | |
| (119.1) | | (15) | % | |
| (103.0) | | (13) | % | |
| (225.6) | | (16) | % | |
| (175.4) | | (11) | % |
Provision for income taxes | |
| 0.5 | | — | % | |
| 2.5 | | — | % | |
| 9.9 | | 1 | % | |
| 9.1 | | 1 | % |
Net loss | | $ | (119.6) | | (14) | % | | $ | (105.5) | | (13) | % | | $ | (235.5) | | (15) | % | | $ | (184.5) | | (12) | % |
Three Months Ended – June 30, 2026 vs. June 30, 2025
Net Sales
Net sales increased 8% year-over-year, primarily driven by an 11% increase from higher pricing and a 2% increase from favorable foreign exchange rate impacts. The increases were partially offset by a 5% decrease from lower sales volumes across Engineered Materials and Polymer Solutions, primarily due to continued end market demand weakness.
Cost of Sales
Cost of sales remained relatively flat year-over-year, as a 6% increase from higher pricing and a 2% increase from unfavorable foreign exchange rate impacts were largely offset by a 5% decrease due to lower volumes and a 3% decrease from lower fixed costs.
Gross Profit
The $63.1 million increase in gross profit was primarily due to both higher margins and pricing, particularly in Polymer Solutions due to commercial actions, as well as lower fixed costs. See the segment discussion below for further information.
Selling, General and Administrative Expenses (SG&A)
The $22.7 million, or 29%, increase in SG&A was primarily due to a $32.3 million increase in costs in connection with preparing for the Company’s Chapter 11 filing, incurred prior to the filing date, and a $17.7 million increase in employee-related costs, including salaries, wages, and incentive compensation costs. These increases were partially offset by a $13.8 million decrease in non-cash accelerated amortization of capitalized software assets related to the transition of the Company’s ERP system to a cloud-based platform, a $4.5 million decrease in the Company’s bad debt expense, and a $2.2 million decrease related to debt refinancing costs incurred in the prior year.
Equity in Earnings of Unconsolidated Affiliate
The decrease in equity earnings from Americas Styrenics of $7.0 million was due to lower styrene margins in the current year.
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Interest Expense, Net
The increase in interest expense, net of $2.9 million, or 4%, was primarily attributable to an increase in market interest rates on our variable rate debt, during the prepetition period of the three months ended June 30, 2026, and certain payable-in-kind issuance fees for the DIP Facilities and the amendments to the OpCo Super-Priority Revolver. These increases were offset by the cessation of interest expense recognition on debt obligations classified as liabilities subject to compromise in connection with the Chapter 11 Cases after the Petition Date. Refer to Note 10 in the condensed consolidated financial statements for further information.
Reorganization items, Net
The increase in reorganization items, net of $41.3 million for the three months ended June 30, 2026 was primarily attributable to the Company’s application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.
Other Expense (Income), Net
Other expense (income), net for the three months ended June 30, 2026 was $5.5 million, which was primarily driven by $6.0 million of losses on extinguishment of debt. This was partially offset by $0.5 million of net foreign exchange transaction gains.
Other expense (income), net for the three months ended June 30, 2025 was $0.2 million, which was primarily driven by $1.2 million of miscellaneous expenses partially offset by $0.1 million of income related to the non-service cost components of net periodic benefit cost and net foreign exchange transaction gains of $0.8 million.
Provision for (Benefit from) Income Taxes
Provision for income taxes for the three months ended June 30, 2026 totaled $0.5 million, resulting in an effective tax rate of (0.4)%. Provision for income taxes for the three months ended June 30, 2025 totaled $2.5 million, resulting in an effective tax rate of (2.4)%.
The decrease in provision for income taxes for the three months ended June 30, 2026 is primarily driven by the geographical mix of earnings.
Six Months Ended – June 30, 2026 vs. June 30, 2025
Net Sales
Net sales remained relatively flat year-over-year, primarily driven by a 4% decrease from lower sales volumes in Engineered Materials and Polymer Solutions, primarily due to continued end market demand weakness. This decrease was offset by a 3% increase from favorable foreign currency exchange rate impacts and a 1% increase from higher pricing.
Cost of Sales
The 4% decrease in cost of sales was primarily attributable to a 4% decrease due to lower volumes, a 2% decrease from lower raw material costs, and a 2% decrease from lower fixed costs. These decreases were partially offset by a 4% increase from unfavorable foreign exchange rate impacts.
Gross Profit
The $61.0 million increase in gross profit was primarily due to both higher margins and pricing, particularly in Polymer Solutions due to commercial actions, as well as lower fixed costs. See the segment discussion below for further information.
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Selling, General and Administrative Expenses (SG&A)
The $19.1 million, or 11%, increase in SG&A was primarily due to a $54.9 million increase in costs in connection with preparing for the Company’s Chapter 11 filing, incurred prior to the filing date. These increases were partially offset by a $26.1 million decrease related to debt refinancing costs incurred in the prior year, a $4.6 million decrease in non-cash accelerated amortization of capitalized software assets related to the transition of the Company’s ERP system to a cloud-based platform, and a $4.0 million decrease in the Company’s bad debt expense.
Equity in Earnings of Unconsolidated Affiliate
The decrease in equity earnings from Americas Styrenics of $3.1 million was due to lower styrene margins in the current year.
Interest Expense, Net
The increase in interest expense, net of $15.0 million, or 11%, was primarily attributable to an increase in market interest rates on our variable rate debt, during the prepetition period of the six months ended June 30, 2026, and certain payable-in-kind issuance fees for the DIP Facilities and the amendments to the OpCo Super-Priority Revolver. These increases were offset by the cessation of interest expense recognition on debt obligations classified as liabilities subject to compromise in connection with the Chapter 11 Cases after the Petition Date. Refer to Note 10 in the condensed consolidated financial statements for further information.
Reorganization items, Net
The increase in reorganization items, net of $41.3 million for the six months ended June 30, 2026 was primarily attributable to the Company’s application of ASC 852 on May 26, 2026 in connection with the Chapter 11 Cases. ASC 852 requires separate presentation of reorganization items, net on the condensed consolidated statement of operations; accordingly, these items are presented separately for the period beginning on the Petition Date. See Note 19 for more information regarding the components of the reorganization items.
Other Expense (Income), Net
Other expense, net for the six months ended June 30, 2026 was $9.7 million, which was primarily driven by $6.0 million of losses on extinguishment of debt and $5.1 million of net foreign exchange transaction losses. This was partially offset by $0.4 million of income related to the non-service cost components of net periodic benefit cost.
Other income, net for the six months ended June 30, 2025 was $23.0 million, which was primarily driven by $26.0 million of license income for polycarbonate technology. The licensing income was partially offset by net foreign exchange transaction losses of $1.2 million and $0.6 million of expense related to the non-service cost components of net periodic benefit cost.
Provision for (Benefit from) Income Taxes
Provision for income taxes for the six months ended June 30, 2026 totaled $9.9 million, resulting in an effective tax rate of (4.4)%. Provision for income taxes for the six months ended June 30, 2025 totaled $9.1 million, resulting in an effective tax rate of (5.2)%.
The increase in provision for income taxes for the six months ended June 30, 2026 is primarily driven by the geographical mix of earnings.
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
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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 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 described above, the Company is involved in a Chapter 11 filing to conduct a comprehensive restructuring of its capital structure. The Company cannot predict, with certainty, the impact that current macroeconomic, geopolitical and market conditions may have on its ability to consummate the Chapter 11 Restructuring 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 and six months ended June 30, 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 | | | | | Six Months Ended | | | | ||||||||||||
| | June 30, | | | | | | June 30, | | | | | ||||||||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | | 2026 | | | 2025 | | | % Change | | ||||
Net sales | | $ | 291.5 | | | $ | 293.2 | | | (1) | % | | $ | 554.5 | | | $ | 570.5 | | | (3) | % |
Adjusted EBITDA | | $ | 43.2 | | | $ | 31.1 | | | 39 | % | | $ | 76.9 | | | $ | 56.8 | | | 35 | % |
Adjusted EBITDA margin | |
| 15 | % | |
| 11 | % | | | | |
| 14 | % | |
| 10 | % | | | |
Three Months Ended – June 30, 2026 vs. June 30, 2025
The 1% decrease in net sales was primarily attributable to a 3% decrease due to lower sales volumes, particularly in MMA. This decrease was partially offset by a 1% increase from higher price due to pass-through of higher raw material costs and a 1% increase due to favorable foreign exchange rate impacts.
Adjusted EBITDA increased $12.1 million, or 39%, due to increases of $9.2 million, or 30%, from lower fixed costs, $3.1 million, or 10%, from higher margins, and $0.4 million, or 1%, from favorable foreign exchange rate impacts. These increases were partially offset by a $0.6 million, or 2%, decrease due to lower sales volumes.
Six Months Ended – June 30, 2026 vs. June 30, 2025
The 3% decrease in net sales was primarily attributable to a 4% decrease due to lower sales volumes, particularly in MMA, and a 1% decrease from lower price due to pass-through of lower raw material costs and market competition. This was partially offset by a 2% increase due to favorable foreign exchange rate impacts.
Adjusted EBITDA increased $20.1 million, or 35%, due to increases of $18.1 million, or 32%, from lower fixed costs, $7.0 million, or 12%, from higher margins, and $2.1 million, or 4%, from favorable foreign exchange rate impacts. These increases were partially offset by a $7.1 million, or 13%, decrease due to lower sales volumes.
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Latex Binders Segment
Our Latex Binders segment produces styrene-butadiene latex (“SB latex”) and other latex polymers and binders primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a broad range of performance latex binders products, including SB latex, styrene-acrylate latex (“SA latex”), and vinylidene chloride latex for coatings, adhesives, sealants, and elastomers (“CASE”) applications.
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | | Six Months Ended | | | | ||||||||||||
| | June 30, | | | | | | June 30, | | | | | ||||||||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | | 2026 | | | 2025 | | | % Change | | ||||
Net sales | | $ | 247.9 | | | $ | 204.2 | | | 21 | % | | $ | 444.4 | | | $ | 413.5 | | | 7 | % |
Adjusted EBITDA | | $ | 15.8 | | | $ | 16.8 | | | (6) | % | | $ | 32.2 | | | $ | 41.3 | | | (22) | % |
Adjusted EBITDA margin | |
| 6 | % | |
| 8 | % | | | | |
| 7 | % | |
| 10 | % | | | |
Three Months Ended – June 30, 2026 vs. June 30, 2025
The 21% increase in net sales was primarily attributable to a 10% increase in price due to pass-through of higher raw material costs, a 9% increase in sales volumes, and a 2% increase due to favorable foreign exchange rate impacts.
The $1.0 million, or 6%, decrease in Adjusted EBITDA was primarily due to a $4.7 million, or 28%, decrease in margins, primarily in paper and board applications in Europe, and a $2.9 million, or 17%, decrease due to higher fixed costs. These decreases were partially offset by an increase of $6.3 million, or 37%, in sales volumes across all businesses and a $0.3 million, or 2%, increase from favorable currency impacts.
Six Months Ended – June 30, 2026 vs. June 30, 2025
The 7% increase in net sales was primarily attributable to a 5% increase in sales volumes and a 4% increase due to favorable foreign exchange rate impacts. These increases were partially offset by a 2% decrease from lower pricing, primarily in paper and board and textile applications in Europe.
The $9.1 million, or 22%, decrease in Adjusted EBITDA was primarily due to a $13.0 million, or 32%, decrease due to lower margins, primarily in paper and board applications globally, and a $4.9 million, or 11%, decrease due to higher fixed costs. These decreases were partially offset by an increase of $8.0 million, or 19%, in sales volumes across all businesses and a $0.8 million, or 2%, increase from favorable currency impacts.
Polymer Solutions Segment
Our Polymer Solutions segment consists of a variety of polymers, the majority of which are for building and construction applications. The segment includes our mass acrylonitrile butadiene styrene (“ABS”), styrene-acrylonitrile (“SAN”), and polystyrene businesses, as well as our polycarbonate technology.
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | | Six Months Ended | | | | ||||||||||||
| | June 30, | | | | | | June 30, | | | | | ||||||||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | | 2026 | | | 2025 | | | % Change | | ||||
Net sales | | $ | 306.0 | | | $ | 286.9 | | | 7 | % | | $ | 571.2 | | | $ | 585.1 | | | (2) | % |
Adjusted EBITDA | | $ | 43.4 | | | $ | 5.2 | | | 735 | % | | $ | 67.1 | | | $ | 49.7 | | | 35 | % |
Adjusted EBITDA margin | |
| 14 | % | |
| 2 | % | | | | |
| 12 | % | |
| 8 | % | | | |
Three Months Ended – June 30, 2026 vs. June 30, 2025
Net sales increased by 7% year-over-year, primarily due to a 22% increase from higher pricing and a 2% increase due to favorable foreign exchange rate impacts. These increases were partially offset by a 17% decrease in sales volumes, primarily in polystyrene.
The $38.2 million, or 735%, increase in Adjusted EBITDA was primarily due to a $42.3 million, increase due to higher margins, a $1.5 million increase from favorable foreign exchange rate impacts, and a $0.6 million increase from lower fixed costs. These increases were partially offset by a $6.2 million decrease in sales volumes.
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Six Months Ended – June 30, 2026 vs. June 30, 2025
Net sales decreased by 2% year-over-year, primarily due to a 12% decrease from lower sales volumes, mainly in polystyrene. This decrease was partially offset by a 5% increase from higher pricing and a 5% increase due to favorable foreign exchange rate impacts.
The $17.4 million, or 35%, increase in Adjusted EBITDA was primarily due to a $46.1 million, or 93%, increase due to higher margins and a $2.3 million, or 5%, increase from favorable foreign exchange rates. These increases were partially offset by a $24.5 million, or 49%, decrease from unfavorable currency impacts, a $5.8 million , or 12%, decrease due to lower sales volumes, and a $0.7 million, or 2%, decrease from higher fixed costs.
Americas Styrenics Segment
This segment consists solely of the equity earnings from our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products, as well as a key raw material for the production of polystyrene. Major applications for the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | | Six Months Ended | | | | ||||||||||||
| | June 30, | | | | | | June 30, | | | | | ||||||||||
($ in millions) | | 2026 | | | 2025 | | | % Change | | | 2026 | | | 2025 | | | % Change | | ||||
Adjusted EBITDA* | | $ | 1.2 | | | $ | 8.2 | | | (85) | % | | $ | 3.3 | | | $ | 6.4 | | | (48) | % |
*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 – June 30, 2026 vs. June 30, 2025
The decrease in Adjusted EBITDA was mainly due to weaker styrene and polystyrene performance in the current year.
Six Months Ended – June 30, 2026 vs. June 30, 2025
The decrease in Adjusted EBITDA was mainly due to weaker 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.
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Adjusted EBITDA is calculated as follows for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in millions) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net loss | | $ | (119.6) | | $ | (105.5) | | $ | (235.5) | | $ | (184.5) |
Interest expense, net | |
| 72.4 | |
| 69.5 | |
| 151.1 | |
| 136.1 |
Provision for income taxes | |
| 0.5 | |
| 2.5 | |
| 9.9 | |
| 9.1 |
Depreciation and amortization (a) | |
| 38.8 | |
| 59.8 | |
| 88.6 | |
| 95.8 |
EBITDA (b) | | $ | (7.9) | | $ | 26.3 | | $ | 14.1 | | $ | 56.5 |
Loss on financing transactions (c) | |
| 6.0 | |
| 1.6 | | | 6.0 | | | 26.5 |
Net gain on disposition of businesses and assets | |
| (2.5) | |
| — | | | (6.1) | | | — |
Reorganization items, net (e) | | | 41.3 | | | — | | | 41.3 | | | — |
Restructuring and other charges (d) | |
| 8.8 | |
| 10.8 | | | 18.0 | | | 18.2 |
Other items (e) | |
| 35.3 | |
| 2.9 | | | 60.3 | | | 5.2 |
Adjusted EBITDA | | $ | 81.0 | | $ | 41.6 | | $ | 133.6 | | $ | 106.4 |
| (a) | During the three months ended June 30, 2025, the Company entered into an agreement to move our current enterprise resource planning (“ERP”) system to a cloud based system, triggering an acceleration of the amortization of the capitalized software assets totaling $13.8 million. |
During the six months ended June 30, 2026, the Company recognized $9.2 million for accelerated amortization of capitalized software assets related to our transition of current enterprise resource planning (“ERP”) system to a cloud based system. During the six months ended June 30, 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.
| (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 and six months ended June 30, 2026 primarily relate to fees incurred in conjunction with the Company’s ongoing lender negotiations that did not meet the criteria for deferred financing charges as the transaction occurred during the Chapter 11 proceedings and was accounted for in accordance with ASC 852. |
Amounts for the three and six months ended June 30, 2025 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 and six months ended June 30, 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 and six months ended June 30, 2026 primarily relate to fees incurred in connection with the Company’s ongoing lender negotiations incurred before the Company filed for bankruptcy or were incurred by on non-Debtor entities. Any fees incurred in connection with the Company’s ongoing lender negotiations by the Debtors during the pendency of bankruptcy are included in Reorganization items, net. |
Other items for the three and six months ended June 30, 2025 primarily relate to fees incurred in conjunction with the Company’s legal defense costs associated with Synthos litigation, described in Note 13.
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Liquidity and Capital Resources
Cash Flows
The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2026 and 2025. We have derived the summarized cash flow information from our unaudited financial statements.
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
(in millions) | | 2026 | | 2025 | ||
Net cash provided by (used in): | | | | | | |
Operating activities | | $ | (348.2) | | $ | (103.4) |
Investing activities | | | (16.5) | | | (18.5) |
Financing activities | |
| 417.1 | | | 42.2 |
Effect of exchange rates on cash | |
| (3.0) | | | 7.0 |
Net change in cash, cash equivalents, and restricted cash | | $ | 49.4 | | $ | (72.7) |
Operating Activities
Net cash used in operating activities during the six months ended June 30, 2026 totaled $348.2 million, which included a $163.1 million increase in working capital. Operating cash flows during the six months ended June 30, 2026 were adversely impacted by a contraction in trade credit from suppliers and other counterparties, higher raw material costs and payments in connection with reorganization items and Chapter 11 proceedings. These increases were partially offset by non-cash reorganization items of $18.0 million related to the Company’s Chapter 11 Cases.
Net cash used in operating activities during the six months ended June 30, 2025 totaled $103.4 million, which included a $34.3 million increase in working capital, including the impact of $26.4 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 six months ended June 30, 2026 totaled $16.5 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.
Net cash used in investing activities during the six months ended June 30, 2025 totaled $18.5 million, which was primarily attributable to capital expenditures.
Financing Activities
Net cash provided by financing activities during the three months ended June 30, 2026 totaled $417.1 million. During the six months the Company drew $171.4 million and $304.6 million in proceeds from the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, and repaid $144.7 million and $41.2 million on the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, principally related to funding working capital trade contraction through the quarter. The Company also received $142.5 million in borrowings under the DIP Facilities.
Net cash provided by financing activities during the three months ended June 30, 2025 totaled $42.2 million. During the six months the Company drew $130.0 million and $50.0 million in proceeds and repaid $55.0 million and $50.0 million from the Accounts Receivable Securitization Facility and OpCo Super-Priority Revolver, respectively, 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, $0.9 million of dividends paid, and $2.3 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
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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.
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
(in millions) | | 2026 | | 2025 | ||
Cash used in operating activities | | $ | (348.2) | | $ | (103.4) |
Capital expenditures | | | (21.3) | | | (18.5) |
Free Cash Flow | | $ | (369.5) | | $ | (121.9) |
Refer to the discussion above for significant impacts to cash used in operating activities for the six months ended June 30, 2026 and 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 revolving facilities; the DIP Facilities, OpCo Super-Priority Revolver and the accounts receivable securitization facilities.
During the six months ended June 30, 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. The Company's failure to make certain interest payments constituted events of default under certain credit agreements and debt instruments and resulted in the related obligations becoming immediately due and payable; however, following the Petition Date, enforcement of such obligations became subject to the automatic stay provisions of the Bankruptcy Code. As a result, as of June 30, 2026, substantially all prepetition indebtedness was reclassified to liabilities subject to compromise in accordance with ASC 852, Reorganizations.
The Company continues to engage with its financial stakeholders regarding implementation of the Chapter 11 Restructuring Transactions. The timing and outcome of the Chapter 11 Cases, including confirmation and consummation of the Plan, remain subject to significant risks and uncertainties.
As of June 30, 2026, the Company had available liquidity of $186.7 million, consisting of $181.4 million of cash and cash equivalents and approximately $5.3 million of availability under the Accounts Receivable Securitization Facility.
Net cash used in operating activities during the six months ended June 30, 2026 totaled $348.2 million, including a $163.1 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 June 30, 2026 and December 31, 2025, the Company had $3,024.1 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 condensed consolidated financial statements.
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On April 10, 2026, the Company executed an amendment to its OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company executed another amendment to the OpCo Super-Priority Revolver that provided incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. These incremental facilities provide additional near-term liquidity to support working capital and general corporate purposes during a period of continued market volatility and constrained operating cash flows.
The Company continues to actively manage liquidity through disciplined working capital management, evaluation of contractual obligations and implementation of productivity and cost-reduction initiatives. As described above, the Company is involved in a Chapter 11 filing to conduct a comprehensive restructuring of its capital structure
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 the Chapter 11 Restructuring Transactions. 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 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.
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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 June 30, 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 June 30, 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 management resources and other factors. For information regarding new matters and material developments in legal proceedings during the quarter ended June 30, 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.
Risks Related to Chapter 11 Bankruptcy
We commenced cases under Chapter 11 of the Bankruptcy Code, which will cause our ordinary shares to lower in value and eventually render our ordinary shares valueless.
As previously reported in our Current Report Form 8-K filed with the SEC on May 26, 2026, we commenced voluntary cases under Chapter 11 the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Pursuant to the RSA, existing lenders are expected to receive 100% of the reorganized Company’s equity and no recovery is expected for holders of our ordinary shares the Chapter 11 Cases. Therefore, any trading in our ordinary
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shares during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our ordinary shares.
We are subject to other risks and uncertainties associated with our Chapter 11 Cases.
Our operations and ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern are subject to the risks and uncertainties associated with our Chapter 11 Cases. These risks include the following:
| ● | our ability to consummate the Plan as outlined in the RSA and reorganize in the Chapter 11 Cases; |
| ● | our ability to emerge from bankruptcy and to execute our business plan post-emergence; |
| ● | our ability to generate sufficient cash flows or obtain sufficient financing to fund both operations and the costs of our Chapter 11 Cases; |
| ● | the high costs of bankruptcy cases and related fees; |
| ● | our ability to comply with the terms of the DIP Facilities; |
| ● | Bankruptcy Court rulings in the Chapter 11 Cases, the outcome of related pending litigation and the outcome of the Chapter 11 Cases generally; |
| ● | the need to obtain prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities; |
| ● | our ability to maintain our relationships with our employees, customers, vendors, suppliers, and other third parties; |
| ● | our ability to maintain contracts that are critical to our operations; |
| ● | our ability to execute competitive contracts with third parties; |
| ● | our ability to attract, motivate, and retain key employees; |
| ● | our ability to retain our current management team; and |
| ● | the actions and decisions of the Company’s debtholders and other third parties who have interests in the Company’s Chapter 11 Cases that may be inconsistent with the Company’s plans. |
Delays in our Chapter 11 Cases lead to a protracted restructuring, increase our costs associated with the bankruptcy process, and increase the risks of us being unable to reorganize our business and emerge from bankruptcy.
Our future results are dependent upon the timely implementation of the RSA and the Plan, and a long period of operations under Chapter 11 protection could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Customers and other counterparties may not want to do business with us while we are in bankruptcy. Failure to consummate the Plan and emerge from Chapter 11 in a timely manner may harm our ability to adequately finance our operations, and there is a risk that the value of the Company may be materially impacted.
We have incurred significant professional fees and other costs in connection with the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot guarantee that our free cash flow, cash flow from operations and proceeds from the DIP Facilities will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from the Chapter 11 Cases. If we are unable to continue to fund our operations, our chances of successfully reorganizing our business may be jeopardized.
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Certain key aspects of the Plan must be implemented through the Irish Examinership Proceedings and the outcome of those proceedings is a matter within the discretion of the High Court of Ireland.
The implementation of the Plan put forth for confirmation by the U.S. Bankruptcy Court (and consequently our emergence from Chapter 11) is dependent on a number of conditions precedent. Since we are incorporated in Ireland, one of the conditions precedent is the implementation of certain key aspects of the Plan through an examinership process under the laws of Ireland. Under this process, once the Plan is confirmed by the U.S. Bankruptcy Court, the High Court of Ireland is expected to appoint an independent bankruptcy official, known as the Examiner, to review our business, including the Plan, and, if considered appropriate by the Examiner, to propose a scheme of arrangement to the creditors and members of the Company that will implement certain key Irish law aspects of the Plan. In order to make an order confirming the proposed scheme of arrangement, the High Court of Ireland must be satisfied that:
| ● | a majority in number of creditors whose interests or claims would be impaired by implementation of the scheme of arrangement, representing a majority in value of the claims that would be impaired by its implementation, have voted to accept it; or |
| ● | if the above requirement is not satisfied, then a majority of the classes of creditors whose interests would be impaired by the scheme of arrangement have voted to accept it, provided that at least one of those creditors classes is a class of secured creditors or is senior to the class or ordinary unsecured creditors; or |
| ● | if neither of the above requirements is satisfied, at least one class of creditors whose interests or claims would be impaired by the scheme of arrangement, other than a class which would not receive any payment or keep any interest in a liquidation scenario, has voted to accept it. |
The High Court of Ireland will not confirm a scheme of arrangement unless:
| ● | the requisite creditor approval thresholds have been met; |
| ● | the Court is satisfied that the scheme of arrangement is fair and equitable in relation to any class of members or creditors that has not accepted the proposals and whose interests or claims would be impaired by the implementation of the scheme of arrangement; and |
| ● | the scheme of arrangement is not unfairly prejudicial to the interests of any interested party. |
Furthermore, the High Court must be satisfied that the scheme of arrangement satisfies the best-interests-of-creditors test where the scheme of arrangement is challenged by one or more creditors on the basis that it does not satisfy that test.
While we believe that a potential scheme of arrangement would be confirmed by the High Court of Ireland, any decision to confirm any such scheme of arrangement is subject to the discretion of the High Court of Ireland and there is no guarantee that such approval will be granted. In the event that such approval is not granted, it may be necessary to amend the Plan, propose an amended scheme of arrangement and/or consider other restructuring or strategic options.
The negotiations regarding the Chapter 11 Cases have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.
Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on the Chapter 11 Cases. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted. During the pendency of the restructuring, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a material adverse effect on our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers, vendors and suppliers who may be concerned about our ongoing long-term viability.
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We may be materially adversely affected by litigation arising out of the Chapter 11 Cases.
The Company and its subsidiaries are parties to litigation related to the Chapter 11 Cases. Litigation can be costly and time consuming to defend, and the outcome cannot be guaranteed. The litigation related to our Chapter 11 Cases could result in a decision or settlement that could materially impact the terms of the RSA and the Plan, our ability to emerge from Chapter 11 on our expected timeline, our future financial stability and liquidity, or our ability to access additional debtor-in-possession financing. For additional information regarding this litigation, see Part II, Item 1 — “Legal Proceedings.”
We may not be able to comply with the covenants in our DIP Facilities.
The DIP Facilities have substantial restrictions and covenants and if we are unable to comply with the covenant requirements under the DIP Facilities, it could have a material adverse impact on our financial condition, operating results and cash flows. If we are unable to comply with the requirements under the DIP Facilities, it could lead to a potential event of default thereunder, which will have a material adverse impact on our financial condition, operating results and cash flows.
We may not be successful in the proposed divestiture of our interest in Americas Styrenics.
During the second quarter 2026 we restarted a sale process for our interest in Americas Styrenics LLC, pursuant to an ownership exit provision in our joint venture agreement. We may not be able to accurately estimate the timing of the Americas Styrenics sale process or signing of a final agreement, valuation or purchase price, or whether economic or other market conditions will impact the timing, price or market interest. We cannot estimate whether economic conditions, capital markets, or other factors will allow us to successfully complete the sale of Americas Styrenics, or to locate an adequate buyer or buyers for our remaining styrenics business, negotiate terms of a sale acceptable to the Group or successfully complete such sale.
A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, revise our legal entity structure, negotiate continued equity ownership, identify and separate intellectual property, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any sale. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested business, as well as significant write-offs, including those related to long-lived assets, including goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
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.
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Item 5. Other Information
During the three months ended June 30, 2026,
Item 6. Exhibits
See Exhibit Index.
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EXHIBIT INDEX
| |
Exhibit No. | Description |
| |
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). |
| |
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). |
| |
10.1 | Restructuring Support Agreement, dated as of May 13, 2026, by and among Trinseo PLC, certain of its subsidiaries and affiliates party thereto, and the Supporting Creditors party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 13, 2026). |
| |
10.2 | Third Amendment, dated as of May 13, 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 May 13, 2026). |
| |
10.3 | Second Amendment, dated as of May 13, 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 the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed May 13, 2026). |
| |
10.4 | Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of May 28, 2026, by and among Trinseo Luxco S.à r.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc., as 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 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 1, 2026). |
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10.5 | Senior Secured Super-Priority Debtor-In-Possession HoldCo Credit Agreement, dated as of May 28, 2026, by and among Trinseo PLC, as parent, Trinseo NA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC, as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed June 12, 2026). |
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10.6 | Amendment and Restatement Agreement, dated as of May 29, 2026, by and among Styron Receivables Funding Designated Activity Company, as borrower, Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent (including the Amended and Restated Credit and Security Agreement attached thereto as Exhibit A) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed June 1, 2026). |
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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 |
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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: August 6, 2026
| TRINSEO PLC | |
| | |
| By: | /s/ Frank Bozich |
| Name: | Frank Bozich |
| Title: | President, Chief Executive Officer |
| | (Principal Executive Officer) |
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| By: | /s/ David Stasse |
| Name: | David Stasse |
| Title: | Executive Vice President, Chief Financial Officer |
| | (Principal Financial Officer) |
| | |