Trinseo(TSE) - 2025 Q1 - Quarterly Report

PART I — FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information for the reporting period Item 1. Financial Statements This section presents Trinseo PLC's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, shareholders' equity, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets Presents the company's financial position, including assets, liabilities, and equity, at specific reporting dates Condensed Consolidated Balance Sheets Summary | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------------- | :-------------------------- | :--------------------------- | | Cash and cash equivalents | $126.1 | $209.8 | | Total assets | $2,655.0 | $2,644.1 | | Total current liabilities | $689.3 | $720.9 | | Long-term debt, net | $2,305.1 | $2,200.7 | | Total shareholders' equity (deficit) | $(679.2) | $(619.9) | Condensed Consolidated Statements of Operations Details the company's financial performance over a period, including net sales, gross profit, and net loss Condensed Consolidated Statements of Operations Summary | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :------------------------ | :----------------------------------------- | :----------------------------------------- | | Net sales | $784.8 | $904.0 | | Gross profit | $63.8 | $60.6 | | Operating loss | $(29.0) | $(3.3) | | Net loss | $(79.0) | $(75.5) | | Net loss per share—basic | $(2.22) | $(2.14) | Condensed Consolidated Statements of Comprehensive Income (Loss) Reports the company's comprehensive income or loss, encompassing net loss and other comprehensive income items Condensed Consolidated Statements of Comprehensive Income (Loss) Summary | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :------------------------------ | :----------------------------------------- | :----------------------------------------- | | Net loss | $(79.0) | $(75.5) | | Cumulative translation adjustments | $19.5 | $(11.8) | | Comprehensive loss | $(60.1) | $(83.3) | Condensed Consolidated Statements of Shareholders' Equity (Deficit) Outlines changes in shareholders' equity or deficit, reflecting net loss and other equity adjustments Condensed Consolidated Statements of Shareholders' Equity (Deficit) Summary | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------------- | :------------------------ | :--------------------------- | | Total shareholders' equity (deficit) | $(679.2) | $(619.9) | | Accumulated deficit | $(872.2) | $(792.8) | Condensed Consolidated Statements of Cash Flows Summarizes the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Summary | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Cash used in operating activities | $(110.2) | $(66.2) | | Cash used in investing activities | $(8.7) | $(11.0) | | Cash provided by (used in) financing activities | $32.8 | $(9.2) | | Net change in cash, cash equivalents, and restricted cash | $(83.6) | $(89.6) | Notes to Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1—BASIS OF PRESENTATION Details the basis of financial statement preparation and significant accounting policies, including segment realignment - Effective October 1, 2024, the Company realigned its reporting segments to Engineered Materials, Latex Binders, Polymer Solutions, and Americas Styrenics to reflect a new strategic focus[35] NOTE 2—RECENT ACCOUNTING GUIDANCE Discusses the impact of recently issued accounting standards on the company's financial statements - As of March 31, 2025, no recently issued accounting standards had a material effect on the Company's condensed consolidated financial statements[37] NOTE 3—NET SALES Provides a breakdown of net sales by segment and geographical region for the reporting periods Net Sales by Segment and Geography | Segment / Geography | Q1 2025 Net Sales (Millions) | Q1 2024 Net Sales (Millions) | | :------------------ | :--------------------------- | :--------------------------- | | Total Net Sales | $784.8 | $904.0 | | United States | $235.6 | $226.4 | | Europe | $371.7 | $462.5 | | Asia-Pacific | $149.2 | $184.1 | | Rest of World | $28.3 | $31.0 | | Engineered Materials | $277.3 | $282.5 | | Latex Binders | $209.3 | $241.5 | | Polymer Solutions | $298.2 | $380.0 | NOTE 4—RESTRUCTURING ACTIVITIES Details the financial impact and reserve balances of the company's various restructuring plans - The 2024 Restructuring Plan and Stade Shutdown incurred $54.4 million in pre-tax charges inception-to-date, with $2.4 million in Q1 2025, and a reserve balance of $18.8 million as of March 31, 2025[42][43][44] - The Asset Optimization and Corporate Restructuring plan incurred $76.4 million in pre-tax charges inception-to-date, with $2.4 million in Q1 2025, and a reserve balance of $4.0 million as of March 31, 2025[47][48][50] - The Asset Restructuring Plan incurred $54.9 million in pre-tax charges inception-to-date, but recorded a $(7.8) million credit in Q1 2025 due to an $8.1 million change in cost estimate for the Boehlen, Germany asset retirement obligation, with a reserve balance of $0.8 million as of March 31, 2025[52][53][54] NOTE 5—INCOME TAXES Presents the provision for income taxes and the effective income tax rate, explaining key drivers Income Taxes Summary | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Provision for income taxes | $6.6 million | $5.4 million | | Effective income tax rate | (9.1)% | (7.7)% | - The decrease in the effective income tax rate for Q1 2025 compared to the prior year was primarily due to the geographical mix of earnings[56] NOTE 6—EARNINGS PER SHARE Calculates basic and diluted earnings per share, explaining factors affecting the calculation Earnings Per Share Summary | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Net loss per share—basic | $(2.22) | $(2.14) | | Net loss per share—diluted | $(2.22) | $(2.14) | - Potential shares related to equity-based awards were excluded from diluted EPS calculation due to the net loss, which would have an anti-dilutive effect[61] NOTE 7—INVENTORIES Provides a breakdown of inventory types and their respective values at period end Inventories Summary | Inventory Type | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------- | :------------------------ | :--------------------------- | | Finished goods | $167.7 | $144.9 | | Raw materials and semi-finished goods | $180.1 | $167.3 | | Supplies | $35.9 | $35.0 | | Total | $383.7 | $347.2 | NOTE 8—INVESTMENTS IN UNCONSOLIDATED AFFILIATES Details the company's investments in unconsolidated affiliates and their financial performance Investments in Unconsolidated Affiliates Summary | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :----------------------------------- | :----------------------------------------- | :----------------------------------------- | | Americas Styrenics Net income (loss) | $(2.0) | $(3.7) | | Investment in Americas Styrenics (period end) | $220.8 | $222.6 | - The Company did not receive dividends from Americas Styrenics during the three months ended March 31, 2025 and 2024[65] NOTE 9—GOODWILL Reports the goodwill balances by segment and explains changes, including foreign currency impacts Goodwill by Segment | Segment | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :------------------ | :------------------------ | :--------------------------- | | Engineered Materials | $14.5 | $13.9 | | Latex Binders | $15.0 | $14.5 | | Polymer Solutions | $32.9 | $31.5 | | Total Goodwill | $62.4 | $59.9 | - The increase in goodwill was primarily due to foreign currency impact of $2.5 million[66] - The Engineered Materials segment included accumulated impairment losses of $646.1 million as of March 31, 2025 and December 31, 2024[66] NOTE 10—LONG TERM DEBT & AVAILABLE FACILITIES Details the company's long-term debt instruments, refinancing activities, and available liquidity Long-Term Debt & Available Facilities Summary | Debt Instrument | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :---------------------------------- | :------------------------ | :--------------------------- | | 2029 Refinance Senior Notes | $445.4 | — | | 2028 Term Loan B | $720.2 | $721.9 | | 2028 Refinance Term Loans | $1,212.8 | $1,083.2 | | Accounts Receivable Securitization Facility | $135.0 | $75.0 | | Total debt | $2,518.1 | $2,448.4 | | Total long-term debt, net of unamortized deferred financing fees | $2,305.1 | $2,200.7 | - In January 2025, the Company completed a series of refinancing transactions, including issuing $115.0 million in Second Tranche Refinance Term Loans to redeem 2025 Senior Notes, exchanging $446.5 million of 2029 Senior Notes for $379.5 million of 2029 Refinance Senior Notes, and establishing a new $300.0 million OpCo Super-Priority Revolver[70][71][76][79] - As of March 31, 2025, the Company was in compliance with all debt covenant requirements and had $416.8 million in liquidity, comprising $121.5 million cash and $295.3 million available for borrowing[86] NOTE 11—FINANCIAL INSTRUMENTS AND DERIVATIVES Explains the company's use of derivative instruments to manage market risks and their financial positions - The Company uses foreign exchange forward contracts, interest rate swap agreements, and commodity swap agreements to manage exposure to fluctuating foreign exchange rates, interest rate risk, and commodity price risk[87] Net Derivative Position | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :-------------------------- | :------------------------ | :--------------------------- | | Net derivative asset position | $0.0 | $4.6 | | Net derivative liability position | $(10.1) | $(1.5) | | Total net derivative position | $(10.1) | $3.1 | - As of March 31, 2025, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $320.1 million and commodity cash flow hedges with a notional value of approximately 73 thousand megawatt hours of natural gas purchases[89][91] NOTE 12—FAIR VALUE MEASUREMENTS Describes the fair value measurement techniques and classifications for financial instruments Fair Value Measurements Summary | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------------- | :------------------------ | :--------------------------- | | Total fair value of liabilities at fair value | $(10.1) | — | | Total fair value of assets (liabilities) at fair value | — | $3.1 | | Fair value of debt instruments | $1,904.1 | $1,970.8 | - The Company uses an income approach, utilizing discounted cash flow techniques and observable market information, to value its derivative instruments, which are classified as Level 2 in the fair value hierarchy[101] NOTE 13—COMMITMENTS AND CONTINGENCIES Details the company's environmental obligations, asset retirement obligations, and ongoing litigation matters Commitments and Contingencies Summary | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------------- | :------------------------ | :--------------------------- | | Accrued environmental obligations | $1.7 | $1.3 | | Asset retirement obligation balance | $22.5 | $33.6 | - The asset retirement obligation decreased by $8.1 million in Q1 2025 due to realized efficiencies during the decommissioning of the Boehlen, Germany site[112] - The Company is involved in ongoing litigation related to the Bristol Spill (as a 'potentially responsible party') and an arbitration dispute with Synthos regarding the sale of its Rubber Business, which the Company intends to vigorously defend[115][118][119] NOTE 14—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Presents the net periodic benefit costs and obligations for the company's pension and postretirement plans Pension Plans and Other Postretirement Benefits Summary | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :----------------------------------- | :----------------------------------------- | :----------------------------------------- | | Non-U.S. Defined Benefit Pension Plans Net periodic benefit cost | $2.5 | $3.1 | | U.S. Defined Benefit Pension Plans Net periodic benefit cost | $0.1 | $0.1 | | Total benefit obligations (period end) | $191.2 | $183.3 | - The Company expects to make additional cash contributions of approximately $7.4 million to its defined benefit plans for the remainder of 2025[123] NOTE 15—SHARE-BASED COMPENSATION Details the share-based compensation expense and unrecognized costs for various equity awards Share-Based Compensation Expense | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | | :----------------------------------- | :----------------------------------------- | :----------------------------------------- | | Total share-based compensation expense | $5.7 | $5.9 | - As of March 31, 2025, unrecognized compensation costs included $3.1 million for RSUs, $0.1 million for Options, $3.9 million for PSUs, and $4.5 million for RCUs[124] - Awards granted in Q1 2025 included 842,847 RSUs, 600,986 PSUs, and 1,518,653 RCUs, with varying grant date fair values[124] NOTE 16—SEGMENTS AND GEOGRAPHIC INFORMATION Provides financial performance data, including Adjusted EBITDA, for the company's operating segments Adjusted EBITDA by Segment | Segment | Q1 2025 Adjusted EBITDA (Millions) | Q1 2024 Adjusted EBITDA (Millions) | | :------------------ | :--------------------------------- | :--------------------------------- | | Engineered Materials | $25.7 | $10.4 | | Latex Binders | $24.5 | $25.7 | | Polymer Solutions | $44.5 | $29.1 | | Americas Styrenics | $(1.8) | $6.2 | | Total Segments | $92.9 | $71.4 | - The Polymer Solutions segment recognized $26.0 million in licensing income for polycarbonate technology during Q1 2025[130] NOTE 17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Reports the balance and changes in accumulated other comprehensive income or loss, including translation adjustments Accumulated Other Comprehensive Income (Loss) Summary | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :----------------------------------- | :------------------------ | :--------------------------- | | Balance at period end | $(123.2) | $(142.1) | | Other comprehensive income (loss) for the period | $19.2 | $(11.7) | - The improvement in AOCI was primarily driven by positive cumulative translation adjustments of $19.5 million in Q1 2025[135] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results for the three months ended March 31, 2025, highlighting a net loss of $79.0 million, Adjusted EBITDA of $64.8 million, recent debt refinancing, and strategic initiatives 2025 Year-to-Date Highlights Summarizes key financial results and strategic developments for the first quarter of 2025, including net loss and debt refinancing - Trinseo recognized a net loss of $79.0 million and Adjusted EBITDA of $64.8 million for the three months ended March 31, 2025[139] - The Company completed a series of debt refinancing transactions on January 17, 2025, including new term loans, an exchange of 2029 Senior Notes, and a new $300.0 million OpCo Super-Priority Revolver[142][143][144] - The Polymer Solutions segment recognized $26.0 million in licensing income for polycarbonate technology during Q1 2025[145] - The Company commenced a sale process for its interest in Americas Styrenics in March 2024[146] Recent Developments Outlines recent events and their potential impact on the company's business, including global trade conflicts - The business is subject to risks from global trade conflicts and tariffs, which may negatively impact demand and increase product costs, leading to uncertainty and volatility[147] Results of Operations Analyzes the company's financial performance, detailing changes in net sales, gross profit, and operating expenses - Net sales decreased 13% year-over-year, primarily due to lower sales volumes across all business segments[151] - Gross profit increased by $3.2 million, primarily due to higher margins reflecting the absence of unfavorable natural gas hedge losses from the prior year and higher plant utilization[153] - Selling, general and administrative expenses increased by $20.9 million (30%) due to a $23.9 million increase in costs associated with the debt refinancing transaction[154] - Other income, net, for Q1 2025 was $23.2 million, primarily driven by $26.0 million of license income for polycarbonate technology[157] Outlook Provides management's expectations for future financial performance, including anticipated seasonal improvements and liquidity management - The Company expects seasonally stronger volumes in building and construction applications, lower costs in Engineered Materials, and higher Americas Styrenics earnings in Q2 2025[160] - Second quarter free cash flow is expected to breakeven due to typical seasonal working capital improvements[160] - The Company maintains adequate liquidity through recent concerted liquidity improvement actions and cash preservation initiatives to manage the challenging macroeconomic environment[161] Selected Segment Information Presents detailed financial performance and key metrics for each of the company's operating segments Engineered Materials Segment Details the financial performance of the Engineered Materials segment, including net sales and Adjusted EBITDA Engineered Materials Segment Performance | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | % Change | | :------------------ | :----------------- | :----------------- | :------- | | Net sales | $277.3 | $282.5 | (2)% | | Adjusted EBITDA | $25.7 | $10.4 | 147% | | Adjusted EBITDA margin | 9% | 4% | | - Adjusted EBITDA increased by $15.3 million, primarily due to $17.7 million from higher margins resulting from lower natural gas hedge losses and more normalized MMA market dynamics[167] Latex Binders Segment Details the financial performance of the Latex Binders segment, including net sales and Adjusted EBITDA Latex Binders Segment Performance | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | % Change | | :------------------ | :----------------- | :----------------- | :------- | | Net sales | $209.3 | $241.5 | (13)% | | Adjusted EBITDA | $24.5 | $25.7 | (5)% | | Adjusted EBITDA margin | 12% | 11% | | - Net sales decreased 13% primarily due to a 15% decrease in sales volumes in paper and board in Asia and Europe[170] - Adjusted EBITDA decreased by $1.2 million, mainly due to a $6.8 million impact from lower sales volumes, partially offset by lower fixed costs and higher margins from the exit of styrene production in Terneuzen[171] Polymer Solutions Segment Details the financial performance of the Polymer Solutions segment, including net sales and Adjusted EBITDA Polymer Solutions Segment Performance | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | % Change | | :------------------ | :----------------- | :----------------- | :------- | | Net sales | $298.2 | $380.0 | (22)% | | Adjusted EBITDA | $44.5 | $29.1 | 53% | | Adjusted EBITDA margin | 15% | 8% | | - Net sales decreased 22% due to lower sales volumes from portfolio optimization actions and exiting polycarbonate production at Stade, Germany[174] - Adjusted EBITDA increased by $15.4 million, driven by $26.0 million in polycarbonate technology licensing income and $14.8 million from lower fixed costs due to the Stade exit[175] Americas Styrenics Segment Details the financial performance of the Americas Styrenics segment, including Adjusted EBITDA Americas Styrenics Segment Performance | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | % Change | | :-------------- | :----------------- | :----------------- | :------- | | Adjusted EBITDA | $(1.8) | $6.2 | (129)% | - The decrease in Adjusted EBITDA was mainly due to lower polystyrene volumes and higher raw material input costs[178] Non-GAAP Performance Measures Explains the company's use of non-GAAP financial measures, such as Adjusted EBITDA, and provides a reconciliation - Adjusted EBITDA is presented as a non-GAAP financial performance measure to indicate ongoing performance and business trends, excluding non-core operations[180] Adjusted EBITDA Reconciliation | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | | :------------------ | :----------------- | :----------------- | | Net loss | $(79.0) | $(75.5) | | Interest expense, net | $66.6 | $63.0 | | Provision for income taxes | $6.6 | $5.4 | | Depreciation and amortization | $36.0 | $45.0 | | EBITDA | $30.2 | $37.9 | | Loss on financing transactions | $24.9 | — | | Restructuring and other charges | $7.4 | $9.4 | | Other items | $2.3 | $1.3 | | Adjusted EBITDA | $64.8 | $45.0 | Liquidity and Capital Resources Assesses the company's ability to generate and manage cash, including cash flows, free cash flow, and available capital Cash Flows Analyzes the company's cash inflows and outflows from operating, investing, and financing activities Cash Flow Activities Summary | Cash Flow Activity | Q1 2025 (Millions) | Q1 2024 (Millions) | | :---------------------------------- | :----------------- | :----------------- | | Net cash used in operating activities | $(110.2) | $(66.2) | | Net cash used in investing activities | $(8.7) | $(11.0) | | Net cash provided by (used in) financing activities | $32.8 | $(9.2) | | Net change in cash, cash equivalents, and restricted cash | $(83.6) | $(89.6) | - Net cash used in operating activities in Q1 2025 included a $102.6 million increase in working capital and $18.0 million in refinancing expenses[187] - Net cash provided by financing activities in Q1 2025 was driven by $70.0 million from the Accounts Receivable Securitization Facility and $115.0 million from the issuance of 2028 Refinance Term Loans[190] Free Cash Flow Presents the company's free cash flow, indicating cash available after capital expenditures Free Cash Flow Summary | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | | :-------------- | :----------------- | :----------------- | | Free Cash Flow | $(118.9) | $(81.9) | Capital Resources and Liquidity Details the company's available liquidity, outstanding indebtedness, and compliance with debt covenants - As of March 31, 2025, the Company had $416.8 million in liquidity, consisting of $121.5 million in cash and cash equivalents and $295.3 million available for borrowing under the OpCo Super-Priority Revolver and Accounts Receivable Securitization Facility[198] Capital Resources and Liquidity Metrics | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | | :-------------------------- | :------------------------ | :--------------------------- | | Total outstanding indebtedness | $2,518.1 | $2,448.4 | | Working capital | $346.7 | $267.3 | | Foreign cash and cash equivalents | $75.3 | $107.7 | - The Company was in compliance with all debt covenant requirements as of March 31, 2025, and believes its financial resources are adequate to meet operating and capital expenditures for at least the next twelve months[197][216][217] Contractual Obligations and Commercial Commitments Confirms no material revisions to contractual obligations since the last annual report - There have been no material revisions outside the ordinary course of business to contractual obligations as described in the Annual Report[218] Critical Accounting Policies and Estimates Confirms no material revisions to critical accounting policies and estimates since the last annual report - There have been no material revisions to the significant accounting policies or critical accounting policies and estimates as filed in the Annual Report[221] Off-Balance Sheet Arrangements States that the company does not have any off-balance sheet arrangements - The Company does not have any off-balance sheet arrangements[223] Recent Accounting Pronouncements Refers to Note 2 for the impact of recent accounting pronouncements on financial statements - The impact of recent accounting pronouncements is described in Note 2 of the condensed consolidated financial statements, indicating no material effect[225] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that there have been no material changes in the Company's exposure to market risks, including interest rates, foreign currency exchange rates, and commodity prices, since the information provided in its Annual Report - No material changes in exposure to market risks (interest rates, foreign currency exchange rates, commodity prices) from the information provided in the Annual Report[226] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of March 31, 2025, and reports no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures Confirms the effectiveness of the company's disclosure controls and procedures as of the reporting date - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[227] Changes in Internal Control over Financial Reporting Reports on any material changes in the company's internal control over financial reporting during the quarter - There were no material changes in the Company's internal control over financial reporting during the quarter ended March 31, 2025[228] PART II — OTHER INFORMATION This section provides additional disclosures and information not included in the financial statements Item 1. Legal Proceedings This section refers to Note 13 for details on new and material legal proceedings, which include ongoing matters related to the Bristol Spill and an arbitration dispute with Synthos - For information regarding new matters and material developments in legal proceedings during the quarter, refer to 'Litigation Matters' in Note 13[230] Item 1A. Risk Factors This section directs readers to consider risk factors from the Annual Report, with an emphasis on material updates, particularly those concerning global trade conflicts and tariffs - Readers should consider risk factors related to the Company's ordinary shares, business, and industry as previously disclosed in the Annual Report, with certain material updates included herein[231] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section confirms that there were no unregistered sales of equity securities, no use of proceeds from registered securities, and no purchases of equity securities by the issuer during the reporting period - There were no recent sales of unregistered securities, use of proceeds from registered securities, or purchases of equity securities by the issuer and affiliated purchasers[233] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[234] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the Company - Mine Safety Disclosures are not applicable[235] Item 5. Other Information This section reports that one director and one executive officer adopted Rule 10b5-1(c) trading arrangements during the three months ended March 31, 2025 - Jeffrey Cote, a Director, adopted a trading arrangement on March 4, 2025, to sell up to 100,000 shares[237] - Angelo Chaclas, SVP, Chief Legal Officer, adopted a trading arrangement on March 5, 2025, to sell up to 95,000 shares[237] Item 6. Exhibits This section provides an index of all exhibits filed with the Form 10-Q, including organizational documents, debt agreements, share-based compensation forms, and certifications - The exhibit index includes the Company's Memorandum and Articles of Association, various indentures and credit agreements related to debt, forms of share-based compensation award agreements, and certifications by the CEO and CFO[242]