Trinseo calls EGM as net assets fall vs share capital
Trinseo PLC reported that on August 7, 2026, a standalone calculation showed its net assets are half or less of its called-up share capital.
Rhea-AI Filing Summary
Trinseo PLC reported that on August 7, 2026, a standalone calculation showed its net assets are half or less of its called-up share capital. Under Section 1111 of the Irish Companies Act 2014, this requires the board to convene an extraordinary general meeting to consider what measures, if any, should be taken.
The company mailed notice on August 14, 2026 to shareholders of record as of August 12, 2026, calling an Extraordinary General Meeting on September 23, 2026 at its Wayne, Pennsylvania offices, with audio/video participation available in Dublin. The meeting’s stated purpose is discussion only; no resolutions or shareholder votes will be presented.
Positive
- None.
Negative
- Net assets have fallen to half or less of called-up share capital, triggering Section 1111 of the Irish Companies Act 2014 and requiring an extraordinary general meeting to consider possible remedial measures.
8-K Event Classification
Key Figures
Key Terms
net assets financial
extraordinary general meeting regulatory
Section 1111 of the Companies Act 2014 regulatory
proxies financial
FAQ
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Why is Trinseo PLC (TSEOQ) convening an extraordinary general meeting?
When and where will the Trinseo PLC (TSEOQ) extraordinary general meeting be held?
What record date did Trinseo PLC (TSEOQ) set for the extraordinary general meeting notice?
What is Section 1111 of the Irish Companies Act 2014 and how does it affect Trinseo PLC (TSEOQ)?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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ITEM 8.01Other Events.
On August 7, 2026, Trinseo PLC (the “Company”) completed a calculation indicating that the net assets of the Company, on a standalone basis, are half or less of the amount of its called-up share capital. Pursuant to Section 1111 of the Irish Companies Act 2014 (“Section 1111”), where the net assets of a public limited company (“PLC”) are half or less of the amount of the PLC’s called-up share capital, the directors of the PLC shall, not later than 28 days after the earliest day on which that fact is known to a director of the PLC, duly convene an extraordinary general meeting of the PLC no later than 56 days after the date such fact is known, for the purpose of considering whether any, and if so what, measures should be taken to deal with the situation.
In compliance with Section 1111, on August 14, 2026, the Company mailed to shareholders of record as of August 12, 2026 notice of an extraordinary general meeting to be convened on September 23, 2026 (the “EGM”). No resolutions are being proposed at the EGM and no substantive matter will be presented for a vote or otherwise acted upon at the EGM. A copy of the notice mailed by the Company convening the EGM is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 | Exhibits. |
99.1 | Notice of Extraordinary General Meeting, dated August 14, 2026 |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
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 hereunto duly authorized.
TRINSEO PLC | ||
By: | /s/ Angelo Chaclas | |
Name: | Angelo Chaclas | |
Title: | Senior Vice President and Chief Legal Officer | |
Date: August 14, 2026 | ||
Trinseo PLC
(Incorporated in Ireland with limited liability under the Companies Act 2014 with registered number 562693)
Notice of Extraordinary General Meeting
Convened Pursuant to Section 1111 of the Companies Act 2014
Your attention is drawn to the notes to the Notice of Extraordinary General Meeting (the “Notice”) set out below which explains the purpose of the extraordinary general meeting of Trinseo PLC (the “Company”), to be held at 440 E. Swedesford Rd., Suite 301, Wayne, Pennsylvania 19380, United States on September 23, 2026 at 8:45 a.m. EST (the “Extraordinary General Meeting” or “EGM”).
Any shareholder entitled to attend the Extraordinary General Meeting may appoint one or more proxies, who need not be a shareholder(s) of the Company, to act on your behalf as further explained in notes 6 and 7.
* * * *
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TRINSEO PLC
REGISTERED OFFICE:
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Dublin, Ireland
D02 X576
(Incorporated in Ireland with limited liability under the Companies Act 2014 with registered number 562693)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held on Wednesday, September 23, 2026 at 8:45 a.m. EST, in person at 440 E. Swedesford Road, Suite 301, Wayne, Pennsylvania 19380, United States. Shareholders in Ireland may participate in the Extraordinary General Meeting by audio and video link at McCann FitzGerald LLP, Riverside One, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, D02 X576, Ireland at 1:45 p.m. IST on September 23, 2026 for the following purpose:
In accordance with section 1111 of the Companies Act 2014, to consider whether any, and if so what, measures should be taken to deal with the situation which has arisen whereby the Company’s net assets are less than half of the Company’s called-up share capital.
By Order of the Board
Angelo Chaclas
Senior Vice President,
Chief Legal Officer,
Chief Compliance Officer
and Corporate Secretary
Dated: August 14, 2026
Directors: K’Lynne Johnson (USA), Joseph Alvarado (USA), Frank Bozich (USA), Victoria Brifo (USA), Jeffrey J. Cote (USA), Jeanmarie Desmond (USA), Matthew Farrell (USA), Carol Flaton (USA), Jill Frizzley (USA), Sandra Beach Lin (USA), Henri Steinmetz (LUX)
NOTES
| 1. | Section 1111 of the Companies Act of Ireland (the “Companies Act”) provides that if the net assets of an Irish public company are half or less of its called-up share capital, the directors of the company shall convene an extraordinary general meeting for the purpose of considering whether any steps, and if so, what steps should be taken to deal with the situation. |
| 2. | On August 7, 2026, the Directors determined that, based on calculations provided by the Company, that the net assets of the Company are half or less of its called-up share capital, and therefore the Company is required to convene an EGM in accordance with Section 1111 of the Companies Act. |
| 3. | Shareholders should note that no resolutions are being proposed at the EGM, nor are resolutions permitted to be proposed by shareholders at the EGM under Section 1111 of the Companies Act. No matter will be presented for a vote of members or otherwise acted upon at the EGM. |
| 4. | For the avoidance of doubt, neither the Company nor the Directors make any recommendation or take any position with respect to the EGM. |
| 5. | The record date for attending at the EGM is the close of business on August 12, 2026. |
| 6. | In accordance with the Companies Act, any shareholder entitled to attend at the EGM may appoint one or more proxies to attend at the EGM, who need not be a shareholder(s) of the Company. All proxy appointments should comply with the form of proxy and other requirements under the Companies Act and the Company’s Constitution for such appointment to be valid. Proxies may be appointed by depositing a signed instrument of proxy to Trinseo PLC, 440 E. Swedesford Rd., Suite 301, Wayne, Pennsylvania 19380, United States, attention Corporate Secretary no later than 48 hours before the EGM. |
| 7. | Neither the Company nor the Directors are seeking or requesting any proxy or other authorization to act on behalf of any shareholder at the EGM. |