Trinseo PLC (TSEOQ)

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 – 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 th

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto, included elsewhere within this Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management and are made as of the date of this Annual Report. See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements.

2025 Highlights and Recent Developments

For the year ended December 31, 2025, we had net loss of $545.6 million, including $140.3 million of restructuring and other charges, and Adjusted EBITDA of $162.5 million. Adjusted EBITDA decreased compared to 2024 primarily due to lower volumes across all business segments and margin compression in Polymer Solutions and Latex Binders as a result of competitive price pressure particularly in Europe and Asia.

The Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2025, the Company had liquidity of $334.2 million and an accumulated deficit of $1,339.3 million and used cash in operations of $102.4 million during the year ended December 31, 2025. The Company expects continued operating losses and significant cash outflows from operating activities in the near term. Current macroeconomic and geopolitical conditions, including inflation, conflicts (such as the Russia-Ukraine war and military conflict in Iran), have created, and continue to create, significant uncertainty in operations, and weaker demand in many of our end markets, which have had, and are expected to continue to have, a material adverse effect on the Company's financial performance and liquidity forecasts.

The Company’s debt agreements include financial covenants, including a minimum liquidity requirement of $100.0 million under the 2028 Refinance Credit Agreement and additional liquidity‑related covenants under the OpCo

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Super‑Priority Revolver. Although the Company was in compliance with these covenants as of December 31, 2025, based on current forecasts, available borrowing capacity, and expected operating conditions, the Company believes it is unlikely to remain in compliance with these covenants for at least the twelve months following issuance of these financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable absent obtaining waivers from its lenders or negotiating amendments to avoid acceleration of its indebtedness. There can be no assurance that any such waivers or amendments would be available on acceptable terms or at all.

In February 2026 we entered into an amendment to the credit agreement governing our 2028 Term Loan B (the “Senior Credit Facility”), which extended the grace period for payment of interest due before March 1, 2026 until March 19, 2026, and 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. These grace periods will both expire on March 19, 2026. A failure to make interest payments owed under the Senior Credit Facility or the 2029 Refinance Senior Notes indenture (the “2L Note Indenture”) at the end of the contractually-available grace periods would result in an event of default under these facilities, and also result in a cross-default under our 2028 Refinance Credit Facility, our Opco Super-Priority Revolver, and our accounts receivable securitization facility.

We expect to seek amendments to our Senior Credit Facility, our 2028 Refinance Credit Facility, our OpCo Super-Priority Revolver and our accounts receivable securitization facility to waive certain acceleration and collateral enforcement rights under such facilities following certain events of default or cross-defaults and to remove certain covenants and other provisions, prior to the end of the contractually-available grace periods. There can be no assurance that any such additional waivers or amendments would be available on acceptable terms or at all.

As a result of these factors, the Company has concluded that substantial doubt exists about its ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements.

Financing and Liquidity Actions

In early 2025, we completed a series of refinancing transactions pursuant to a Transaction Support Agreement executed with key creditor groups. These actions extended our nearest debt maturity to 2028, improved operating liquidity, and reduced outstanding principal through an exchange of our 2029 senior notes. We issued approximately $380.0 million of new second-lien notes in exchange for substantially all of the existing 2029 notes, added a $115.0 million tranche under our 2028 term loan facility to retire the existing notes, and established a new $300.0 million super-priority revolving credit facility that replaced our prior revolver.

Polycarbonate Technology License Transaction

During 2025, we completed the delivery of a polycarbonate technology license and related production equipment under agreements valued at approximately $52.5 million. As a result, we recognized $27.4 million of income in the Polymer Solutions segment upon satisfying our performance obligations in 2025.

Strategic Operational Initiatives

In the fourth quarter of 2025, the Company, upon authorization from the Board of Directors, approved two restructuring plans to streamline our manufacturing footprint and exit underperforming assets. These actions include the planned closure of our MMA and ACH production sites in Italy and the closure of our polystyrene facility in Schkopau, Germany, with consolidation of remaining PS production in Belgium. Once fully implemented, these initiatives are expected to deliver roughly $30.0 million of annualized profitability improvements beginning in 2026.

Dividend Suspension

On October 3, 2025, the Company’s Board of Directors indefinitely suspended the quarterly dividend of $0.01 per share which is expected to save approximately $1.5 million annually.

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. Trading in our

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ordinary shares was suspended on February 27, 2026. As stated in the Notice, the NYSE reached its decision to delist the Company’s securities pursuant to Section 802.01B of the NYSE Listed Company Manual because the Company had fallen below the NYSE continued listing standard requiring listed companies to maintain an average market capitalization over a 30-trading day period of at least $15 million. The Company had previously received written notice from the NYSE on December 12, 2025 that it was no longer in compliance with Section 802.01B of the NYSE Listed Company Manual due to the fact that the Company’s average total market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million, and that it was also not in compliance with Section 802.01C of the NYSE Listed Company Manual because its average closing share price had fallen below $1.00 per share for 30 consecutive trading days. As stated in the Notice, the NYSE will file a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE. The delisting will be effective 10 days after the filing of the Form 25.

Exploration for Divestiture of Americas Styrenics

In March 2024, the Company announced it commenced a sale process for the Company’s interest in Americas Styrenics, via the initiation of an ownership exit provision in the joint venture agreement. Trinseo and Chevron Phillips Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. We, along with our partner, remain committed to sell Americas Styrenics, with our focus being to maximize value, given recent volatility in equity and debt markets, a signing may not occur until there are improvements in those underlying markets.

Results of Operations

Results of Operations for the Years Ended December 31, 2025, 2024, and 2023

2025 vs. 2024

Net Sal

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