Chemours Company

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) supplements the unaudited Interim Consolidated Financial Statements and the related notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in our financial condition, and the results of our operations for the periods presented. Unless the context otherwise requires, references herein to “The Chemours Company”, “Chemours”, “the Company”, “our Company”, “we”, “us”, and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to “EID” refer to EIDP, Inc., formerly known as E. I. du Pont de Nemours and Company, which is our former parent company and is now a subsidiary of Corteva, Inc. (“Corteva”), a Delaware corporation. References herein to “DuPont” refer to DuPont de Nemours, Inc., a Delaware Corporation.

This MD&A should be read in conjunction with the unaudited Interim Consolidated Financial Statements and the related notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited Consolidated Financial Statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the federal securities laws, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. The words “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, and similar expressions, among others, generally identify “forward-looking statements”, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements.

Our forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements, as well as our historical performance, are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond our control. Additionally, there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on our business. Factors that could cause or contribute to these differences include, but are not limited to, the risks, uncertainties, and other factors discussed in the Forward-looking Statements and the Risk Factors sections in our Annual Report on Form 10-K for the year ended December 31, 2025, and as otherwise discussed in this report. We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

Overview

We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including refrigeration and air conditioning, paints and coatings, plastics, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include refrigerants, titanium dioxide (“TiO2”) pigment and industrial fluoropolymer resins. We manage and report our operating results through three principal reportable segments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Titanium Technologies segment is a leading, global provider of TiO2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation.

Our world-class product portfolio enables the performance and convenience of everyday products, processes, and technologies people rely on in their daily lives, making our products and the solutions they enable both vital and essential. We are committed to creating value for our customers and stakeholders by leveraging strengths that we use to create competitive advantage: our innovation and technical expertise, our ability to operate complex manufacturing sites safely, our deep customer relationships based on trust and reliability, and our talented workforce. Every day our people bring our chemistry to life, guided by five core values that form the bedrock foundation for how we operate: (i) Safety – we are committed to protecting people and the environment; (ii) Integrity – we do what's right; (iii) Partnership – we win through collaboration with the right internal and external partners; (iv) Ownership – we are each accountable for the Company's success; (v) Respect – we treat people well, include others, and value diverse perspectives.

Our core values, in unison with our company vision of Trusted Chemistry, helping people live better lives and communities thrive, underpin our commitment to our stakeholders. Our values and vision cannot be separated from our business strategy.

At Chemours, our approach to Sustainability begins with our vision to deliver Trusted Chemistry that helps people live better lives and communities to thrive. In 2018, we set forth ambitious Corporate Responsibility Commitment ("CRC") goals that we aim to achieve by 2030. These goals are designed to promote accountability and enable us to measure and transparently report the progress and impact of our sustainability commitment. Leveraging a robust governance framework, we are working to integrate sustainability across our organization and our business management processes. Our work in sustainability creates value for our shareholders by protecting our right to operate, meeting the needs of our customers, and advancing our corporate strategy, Pathway to Thrive. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. We deliver for our customers and society by designing sustainable offerings that perform at the highest level while minimizing impact on the environment. We are a leader in responsible manufacturing and we value partnership and collaboration to drive change. We are committed to continue working with policymakers, our value chain, and other organizations to find solutions that meet science-based regulations and address community needs.

Recent Developments

Senior Unsecured Notes Due March 2034

In March 2026, we issued $700 million aggregate principal amount of 7.875% senior unsecured notes due March 2034 (the "2034 Notes"). We received proceeds of $690 million, net of underwriting fees and other expenses of $10 million, which are deferred and amortized to interest expense over the term of the 2034 Notes. The net proceeds from the 2034 Notes together with cash on hand were used in part to redeem $188 million aggregate principal amount of the Company’s 5.750% senior notes due 2028 for an aggregate redemption price of approximately $190 million, which includes payments related to extinguishments of debt. The remaining net proceeds from the Offering were used to fund the redemption of the Company’s outstanding 5.375% senior notes due 2027 of $495 million aggregate principal amount, for an aggregate redemption price of $499 million, which includes payments related to extinguishments of debt.

Senior Secured Euro Term Loan due August 2028

Subsequent to the date of these financial statements, in April 2026, the Company used €140 million of cash to pay down a portion of the outstanding tranche B-3 euro term loan due August 2028.

Sale of Former Taiwan Titanium Technologies Site

In January 2026, the Company entered into four separate Real Estate Sale and Purchase Agreements with four entities affiliated with each other, to sell the remaining ten parcels of land in Kuan Yin, Taiwan, for a total purchase price of approximately $360 million. Subsequent to the date of these financial statements, in April 2026, the Company completed the sale of nine of the ten parcels and received net cash proceeds locally of $287 million. The net cash proceeds include approximately $300 million of gross cash proceeds, less approximately $12 million of transfer taxes and approximately $1 million of transaction costs. The net cash proceeds received in April do not include expected withholding taxes the Company would incur when it distributes cash out of the country. The Company expects to recognize a gain on sale of these nine parcels of approximately $265 million in the second quarter of 2026. The sale of the tenth parcel of land is expected to be completed by the end of 2026, subject to the satisfaction of certain closing conditions set forth in the respective Purchase Agreement and local regulatory approval, including environmental conditions.  The purchase price for the tenth parcel of land is expected to be approximately $55 million.

Washington Works Operational Disruption

In January 2026, our Washington Works site experienced a disruption that necessitated a temporary shutdown, limiting our capacity at this key manufacturing facility in our Advanced Performance Materials business. This event was traced to equipment affected by a local utility service outage in August of 2025, which is integral to our fluoropolymer supply chain and involves complex chemical processing technology. Although operations have resumed, the unplanned outage coincided with challenging winter weather, resulting in delays to the restart. This unplanned outage had negative earnings impact of $25 million for our Advanced Performance Materials business in the first quarter of 2026.

Tariffs

The chemicals sector has been and continues to be impacted by changes in U.S. and foreign trade policies, particularly the introduction and adjustment of tariffs by the United States as well as foreign retaliatory tariffs. We actively monitor changes and adjust our operations accordingly to enhance supply chain flexibility, including taking certain pricing actions and evaluating opportunities to source products not directly impacted by existing or potential tariffs. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President of the United States to impose tariffs. The Court of International Trade has ordered U.S. Customs and Border Protection to begin the process of returning paid tariffs to importers. Importers of record can seek refunds for paid IEEPA tariffs, though the process is expected to involve complex, phased, or potentially prolonged procedures, and additional legal challenges. Subsequent to the date of these financial statements, in April 2026, the Company filed its IEEPA refund request. The Company has not received any IEEPA refunds to date. The receipt and timing of any IEEPA tariff refund is unknown. The long-term impact of tariffs, including potential changes to existing tariffs or the imposition of further retaliatory trade measures, as well as possible tariff refunds, on our business, financial condition and results of operations remains uncertain.

Iran Conflict

We are closely monitoring the ongoing conflict in the Middle East and the resulting volatility across energy markets and global chemical supply chains, which is adding uncertainty to the broader macro environment with the potential to weigh on demand, particularly in more impacted regions. While we have not experienced a material impact from the conflict in Iran on our U.S. operations during the period, as conditions evolve we are actively working to mitigate cost headwinds going forward. We are experiencing increased energy costs in our European operations, which have increased operating expenses during the period but did not have a material impact on our results of operations for the period. If elevated energy prices persist, we expect continued pressure on margins in those markets. The conflict is also causing global sulfur supply disruptions which is creating measurable price inflation for sulfate-based titanium dioxide producers. We are continuing to evaluate the extent to which these and other indirect effects of the conflict could have a material impact on our results of operations, financial condition, and cash flows.

Results of Operations and Business Highlights

Results of Operations

The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025.

Net Sales

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three months ended March 31, 2026.

Our net sales were relatively flat at $1.4 billion for the three months ended March 31, 2026 and 2025 as a decrease in volume of 4% was offset by an increase in price of 2% and favorable currency movements of 3%. The decrease in volume was attributed to our Advanced Performance Materials segment, while the increase in price was attributed to our Thermal & Specialized Solutions segment.

The key drivers of these changes for each of our reportable segments are discussed further under the “Segment Reviews” section within this MD&A.

Cost of Goods Sold

Our cost of goods sold (“COGS”) increased by $37 million (or 3%) to $1.2 billion for the three months ended March 31, 2026, compared with COGS of $1.1 billion for the same period in 2025. The increase in our COGS for the three months ended March 31, 2026 was primarily attributable to higher raw materials costs.

Selling, General, and Administrative Expense

Our selling, general, and administrative (“SG&A”) expense increased by $24 million (or 20%) to $147 million for the three months ended March 31, 2026, compared with SG&A expense of $123 million for the same period in 2025. The increase in our SG&A expense for the three months ended March 31, 2026 was primarily attributable to higher litigation related charges and legacy legal fees in the period of approximately $15 million, as well as a decrease of approximately $8 million in the MOU benefit related to litigation costs.

Research and Development Expense

Our research and development (“R&D”) expense was relatively flat at $26 million for the three months ended March 31, 2026 compared with R&D expense of $27 million for the same period in 2025.

Restructuring, Asset-Related, and Other Charges

Our restructuring, asset-related, and other charges decreased by $20 million (or 61%) to $13 million for the three months ended March 31, 2026, compared with restructuring, asset-related, and other charges of $33 million for the same period in 2025. Our restructuring, asset-related, and other charges for the three months ended March 31, 2026 were attributable to $9 million of employee separation charges related to the 2026 Restructuring Program and $4 million of charges related to our decision to exit our SPS CapstoneTM business. Our restructuring, asset-related, and other charges for the three months ended March 31, 2025 were primarily attributable to $27 million of charges related to our decision to exit our SPS CapstoneTM business, $5 million of decommissioning and other charges related to the Titanium Technologies Transformation Plan and $1 million of decommissioning and other charges related to the 2024 Restructuring Program.

Equity in Earnings of Affiliates

Our equity in earnings of affiliates was flat at $8 million for the three months ended March 31, 2026, compared with equity in earnings of affiliates of $8 million for the same period in 2025.

Interest Expense, Net

Our interest expense, net increased by $3 million (or 5%) to $69 million for the three months ended March 31, 2026, compared with interest expense, net of $66 million for the same period in 2025. The increase in our interest expense, net was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following the amendment to the Amended and Restated Credit Agreement related to the 2032 U.S. Dollar Term Loan in October 2025 and the issuance of the 2034 Notes in March 2026.

Loss on Extinguishment of Debt

For the three months ended March 31, 2026, we recognized a net loss on extinguishment of debt, which reflects costs associated with early redemption of the senior unsecured notes due May 2027 and partial early redemption of the senior unsecured notes due November 2028, during the first quarter of 2026. See "Note 15 - Debt" to the Interim Consolidated Financial Statements for further details.

Other Income, Net

Our other income, net increased by $17 million (or 340%) to $22 million for the three months ended March 31, 2026, compared with other income, net of $5 million for the same period in 2025. The increase in our other income, net was primarily attributable to the gain on sale related to the licensing of certain intellectual property and sale of related assets associated with Zelan™ repellents, which is part of the Advanced Performance Materials business.

Provision for Income Taxes

We recognized a provision for income taxes of $7 million and $5 million for the three months ended March 31, 2026 and 2025, respectively.

There was a $2 million increase in our provision for income taxes for the three months ended March 31, 2026 as compared to the prior period; however, our provision for income taxes for the three months ended March 31, 2026 was primarily impacted by our geographic mix of earnings, profit in inventory, a continued build in US Federal, state, and foreign valuation allowances, as well as certain legal accruals deemed non-deductible for tax purposes. These were offset by a foreign derived deduction eligible income tax benefit. Our provision for the three months ended March 31, 2025 was primarily impacted by mix of earnings, a build in valuation allowance against certain state net operating losses and deferred tax assets, and profit in inventory.

Segment Reviews

We operate through three principal reportable segments, which were organized based on their similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Other Non-Reportable Segment includes the Company’s Performance Chemicals and Intermediates business.

Adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") is the primary measure of segment profitability used by our Chief Operating Decision Maker ("CODM") and is defined as income (loss) before income taxes, excluding the following:

A reconciliation of Segment Adjusted EBITDA to the Company's consolidated income (loss) before income taxes for the three months ended March 31, 2026 and 2025 is included in “Note 23 – Segment Information” to the Interim Consolidated Financial Statements.

Thermal & Specialized Solutions

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three months ended March 31, 2026 and 2025.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the three months ended March 31, 2026, compared with the same period in 2025.

Segment Net Sales

Our Thermal & Specialized Solutions segment’s net sales increased by $102 million (or 22%) to $568 million for the three months ended March 31, 2026, compared with segment net sales of $466 million for the same period in 2025. The increase in segment net sales for the three months ended March 31, 2026 was primarily attributable to an increase in prices of 11%, volumes of 9%, and favorable currency movements adding a 2% tailwind to the segment’s net sales as compared to the same period in the prior year. The increase in volume was primarily attributable to stronger demand for Opteon™ Refrigerants as well as higher volumes for Freon™ Refrigerant products. The increase in price was primarily related to stronger prices across our refrigerant portfolio.

Adjusted EBITDA and Adjusted EBITDA Margin

For the three months ended March 31, 2026, segment Adjusted EBITDA increased by $49 million (or 35%) to $190 million and Adjusted EBITDA margin increased by approximately 300 basis points to 33%, compared with segment Adjusted EBITDA of $141 million and Adjusted EBITDA margin of 30% for the same period in 2025. The increase in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2026 was primarily attributable to the aforementioned increase in price and volumes primarily related to stronger demand across our refrigerant portfolio, as well as favorable currency movements, partially offset by the input cost headwinds.

Titanium Technologies

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three months ended March 31, 2026 and 2025.