マイヤーズインダストリーズの四半期報告

Required Level

Actual Level

Interest Coverage Ratio

3.00 to 1 (minimum)

Net Leverage Ratio

3.25 to 1 (maximum)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


☑	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025


☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-08524

Myers Industries, Inc.

(Exact name of registrant as specified in its charter)


Ohio	34-0778636
(State or other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

1293 South Main Street
Akron, Ohio	44301
(Address of principal executive offices)	(Zip code)

(330) 253-5592

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, without par value	MYE	New York Stock Exchange

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. Yes ☑ No ☐

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). Yes ☑ No ☐

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.


Large accelerated filer	☐	Accelerated filer	☑
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 ☐ No ☑ .

The number of shares outstanding of the issuer’s common stock, without par value, as of April 25, 2025 was 37,382,291 shares.

TABLE OF CONTENTS


Part I — Financial Information	1

Item 1. Financial Statements	1

Condensed Consolidated Statements of Operations (Unaudited)	1

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

Condensed Consolidated Statements of Financial Position (Unaudited)	3

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	4

Condensed Consolidated Statements of Cash Flows (Unaudited)	5

Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk	26

Item 4. Controls and Procedures	27

Part II — Other Information	28

Item 1. Legal Proceedings	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5. Other Information	28

Item 6. Exhibits	29

Signature	30

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 101

Part I — Financial Information

Item 1. Financial Statements

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share data)


	For the Quarter Ended March 31,
	2025		2024
Net sales	$	206,750	$	207,102
Cost of sales		137,672		142,833
Gross profit		69,078		64,269
Selling, general and administrative expenses		44,755		47,113
Depreciation and amortization		4,458		3,921
Freight out		2,812		2,423
(Gain) loss on disposal of fixed assets		403		(67	)
Operating income		16,650		10,879
Interest expense, net		7,386		6,079
Income before income taxes		9,264		4,800
Income tax expense		2,459		1,297
Net income	$	6,805	$	3,503
Net income per common share:
Basic	$	0.18	$	0.09
Diluted	$	0.18	$	0.09

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(Dollars in thousands)


	For the Quarter Ended March 31,
	2025			2024
Net income	$	6,805		$	3,503
Other comprehensive income (loss):
Foreign currency translation adjustment		(8	)		(831	)
Unrealized gain (loss) on interest rate swap contracts, net of tax expense (benefit) of ($480)		(1,450	)		—
Realized (gain) loss on interest rate swap contracts reclassified to interest expense		85			—
Total other comprehensive income (loss)		(1,373	)		(831	)
Comprehensive income	$	5,432		$	2,672

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Position (Unaudited)

(Dollars in thousands)


	March 31,			December 31,
	2025			2024
Assets
Current Assets
Cash	$	35,302		$	32,222
Trade accounts receivable, less allowances of $4,883 and $5,234, respectively		131,574			109,372
Other accounts receivable, net		10,936			12,654
Inventories, net		103,785			97,001
Prepaid expenses and other current assets		7,543			8,058
Total Current Assets		289,140			259,307
Property, plant, and equipment, net		135,993			137,564
Right of use asset - operating leases		29,413			30,561
Goodwill		255,545			255,532
Intangible assets, net		162,531			166,321
Deferred income taxes		205			205
Other		11,015			11,325
Total Assets	$	883,842		$	860,815

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	84,890		$	71,049
Accrued employee compensation		17,986			14,731
Income taxes payable		6,634			4,623
Accrued taxes payable, other than income taxes		2,199			2,781
Accrued interest		261			267
Other current liabilities		23,617			26,794
Operating lease liability - short-term		6,717			6,597
Finance lease liability - short-term		627			621
Long-term debt - current portion		19,649			19,649
Total Current Liabilities		162,580			147,112
Long-term debt		363,733			355,310
Operating lease liability - long-term		22,527			23,700
Finance lease liability - long-term		7,834			7,994
Other liabilities		16,942			15,303
Deferred income taxes		32,803			33,884
Total Liabilities		606,419			583,303

Shareholders’ Equity
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding)		—			—
Common Shares, without par value (authorized 60,000,000 shares; outstanding 37,348,771 and 37,262,566; net of treasury shares of 5,203,686 and 5,289,891, respectively)		23,015			22,923
Additional paid-in capital		324,631			325,163
Accumulated other comprehensive loss		(23,483	)		(22,110	)
Retained deficit		(46,740	)		(48,464	)
Total Shareholders’ Equity		277,423			277,512
Total Liabilities and Shareholders’ Equity	$	883,842		$	860,815

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Dollars in thousands, except per share data)


	Quarter Ended March 31, 2025
	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2025	$	22,923		$	325,163		$	(22,110	)	$	(48,464	)	$	277,512
Net income		—			—			—			6,805			6,805
Foreign currency translation adjustment		—			—			(8	)		—			(8	)
Interest rate swap, net of tax of ($480)		—			—			(1,365	)		—			(1,365	)
Shares issued under incentive plans, net of shares withheld for tax		139			(672	)		—			—			(533	)
Repurchase of common stock		(47	)		(961	)		—			—			(1,008	)
Stock compensation expense		—			1,101			—			—			1,101
Declared dividends - $0.135 per share		—			—			—			(5,081	)		(5,081	)
Balance at March 31, 2025	$	23,015		$	324,631		$	(23,483	)	$	(46,740	)	$	277,423

	Quarter Ended March 31, 2024
	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2024	$	22,608		$	322,526		$	(16,815	)	$	(35,519	)	$	292,800
Net income		—			—			—			3,503			3,503
Foreign currency translation adjustment		—			—			(831	)		—			(831	)
Shares issued under incentive plans, net of shares withheld for tax		226			308			—			—			534
Stock compensation expense		—			682			—			—			682
Declared dividends - $0.135 per share		—			—			—			(5,037	)		(5,037	)
Balance at March 31, 2024	$	22,834		$	323,516		$	(17,646	)	$	(37,053	)	$	291,651

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)


	For the Quarter Ended March 31,
	2025			2024
Cash Flows From Operating Activities
Net income	$	6,805		$	3,503
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation and amortization		9,895			8,497
Amortization of deferred financing costs		540			231
Amortization of acquisition-related inventory step-up		—			3,115
Non-cash stock-based compensation expense		1,101			682
(Gain) loss on disposal of fixed assets		403			(67	)
Other		(759	)		(6	)
Cash flows provided by (used for) working capital
Accounts receivable - trade and other, net		(20,557	)		7,964
Inventories		(6,769	)		186
Prepaid expenses and other current assets		515			885
Accounts payable and accrued expenses		18,957			(4,720	)
Net cash provided by (used for) operating activities		10,131			20,270
Cash Flows From Investing Activities
Capital expenditures		(8,083	)		(5,707	)
Acquisition of business, net of cash acquired		—			(348,890	)
Proceeds from sale of property, plant and equipment		76			75
Net cash provided by (used for) investing activities		(8,007	)		(354,522	)
Cash Flows From Financing Activities
Net borrowings (repayments) on revolving credit facility		13,000			(11,000	)
Proceeds from Term Loan A		—			400,000
Repayments of Term Loan A		(5,000	)		—
Repayments of senior unsecured notes		—			(38,000	)
Payments on finance lease		(154	)		(143	)
Cash dividends paid		(5,317	)		(5,345	)
Proceeds from issuance of common stock		295			2,408
Shares withheld for employee taxes on equity awards		(828	)		(1,874	)
Repurchase of common stock		(1,008	)		—
Deferred financing fees		—			(9,172	)
Net cash provided by (used for) financing activities		988			336,874
Foreign exchange rate effect on cash		(32	)		(182	)
Net increase (decrease) in cash		3,080			2,440
Cash at January 1		32,222			30,290
Cash at March 31	$	35,302		$	32,730

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except where otherwise indicated)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of March 31, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the quarter ended March 31, 2025 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2025.

In the first quarter of 2025, the Company updated its presentation of Depreciation and amortization expenses and third-party Freight out costs previously included in Selling, general and administrative expenses. Prior year amounts have been updated to conform to the current presentation as shown in the Condensed Consolidated Statements of Operations (Unaudited).

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For the Company, this ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments within this ASU should be applied prospectively although retrospective application is also permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is intended to improve the disclosures about an entity's expenses and requires disaggregation of certain expense captions into specified categories to provide more detailed information about the types of expenses commonly presented. For the Company, this ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments within this ASU should be applied prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

Fair Value Measurement

The Company follows guidance included in ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.

Level 3: Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.

The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments approximates carrying value due to the nature and relative short maturity of these assets and liabilities.

The fair value of the Company’s revolving credit facility, as defined in Note 11, approximates carrying value due to the floating rates and the relative short maturity (less than 90 days) of any revolving borrowings under this agreement.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The carrying value of the unhedged portion of the Company’s term loan, as defined in Note 11, approximates fair value given that the underlying interest rate applied to such amounts outstanding is currently based upon floating market rates and the Company has the ability to repay the outstanding principal at par value at any time under the terms of this agreement.

The Company has also entered into an interest rate swap contract to reduce its exposure to fluctuations in variable interest rates for future interest payments, as defined in Note 11. The Company uses significant other observable market data or assumptions (Level 2 inputs) in determining the fair value of its interest rate swap that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contract and inputs corroborated by observable market data including interest rate curves. Refer to the derivative instruments section below for further information regarding the fair value measurements for the interest rate swap.

The purchase price allocation associated with the February 8, 2024 acquisition of Signature CR Intermediate Holdco, Inc. ("Signature" or "Signature Systems"), as described in Note 3, required fair value measurements using unobservable inputs which are considered Level 3 inputs. The fair value of the acquired intangible assets was determined using an income approach.

Derivative Instruments

On May 2, 2024, the Company entered into an interest rate swap agreement to limit its exposure to changes in interest rates on a portion of its floating rate indebtedness. The interest rate swap agreement is designated as a cash flow hedge that qualifies for hedge accounting. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. The interest rate swap effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described in Note 11. The reset dates and all other critical terms on the term loans perfectly match with the interest rate swap and accordingly there were no amounts excluded from the measurement of hedge effectiveness.

At March 31, 2025, the remaining notional value of the Company's interest rate swap totaled $190.0 million and the net fair value of the Company's interest rate swap contract was estimated to be an unrealized loss of $5.1 million, which is included in the Condensed Consolidated Statements of Financial Position (Unaudited) within Other current liabilities and Other liabilities (long-term) at $1.1 million and $4.0 million, respectively. Fair value adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss) ('AOCI') in the Condensed Consolidated Statements of Financial Position (Unaudited) and balances in AOCI are reclassified into earnings when transactions related to the underlying risk are settled. The pre-tax balance of interest rate swap gain (loss) in AOCI for the quarter ended March 31, 2025 was $(1.9) million. As of March 31, 2025, $1.1 million of net interest rate swap losses recorded in AOCI are expected to be reclassified into earnings within the next twelve months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) are as follows:


	Foreign Currency			Interest Rate Swap (1)			Defined Benefit Pension Plans			Total
Balance at January 1, 2025	$	(18,609	)	$	(2,400	)	$	(1,101	)	$	(22,110	)
Other comprehensive income (loss) before reclassifications		(8	)		(1,450	)		—			(1,458	)
Reclassification to (earnings) loss		—			85			—			85
Net current-period other comprehensive income (loss)		(8	)		(1,365	)		—			(1,373	)
Balance at March 31, 2025	$	(18,617	)	$	(3,765	)	$	(1,101	)	$	(23,483	)

(1) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(0.5) million for the quarter ended March 31, 2025.


	Foreign Currency			Interest Rate Swap		Defined Benefit Pension Plans			Total
Balance at January 1, 2024	$	(15,551	)	$	—	$	(1,264	)	$	(16,815	)
Other comprehensive income (loss) before reclassifications		(831	)		—		—			(831	)
Net current-period other comprehensive income (loss)		(831	)		—		—			(831	)
Balance at March 31, 2024	$	(16,382	)	$	—	$	(1,264	)	$	(17,646	)

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Allowance for Credit Losses

Management has established certain requirements that customers must meet before credit is extended. The financial condition of customers is continually monitored and collateral is usually not required. The Company evaluates the collectability of accounts receivable based on a combination of factors. The Company reviews historical trends for credit loss as well as current economic conditions in determining an estimate for its allowance for credit losses. Additionally, in circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for credit losses is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably expects will be collected.

The changes in the allowance for credit losses included within Trade accounts receivable for the quarter ended March 31, 2025 and 2024 were as follows:


	2025			2024
Balance at January 1	$	4,183		$	2,989
Provision for expected credit loss, net of recoveries		147			922
Write-offs and other		(153	)		(162	)
Balance at March 31	$	4,177		$	3,749

Allowance for credit losses pertaining to the purchased credit deteriorated assets acquired in conjunction with the acquisition of Signature, as described in Note 3, are not included in the table above. These amounts total $3.2 million as of March 31, 2025 and are included net within Other accounts receivable and Other assets (long-term).

2. Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with customers are satisfied. In both the Distribution and Material Handling segments, this generally occurs with the transfer of control of the products. This transfer of control may occur at either the time of shipment from a Company facility, or at the time of delivery to a designated customer location. Obligations under contracts with customers are typically fulfilled within 90 days of receiving a purchase order from a customer, and generally no other future obligations are required to be performed. The Company generally does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s products and customer contracts, no deferred revenue has been recorded, with the exception of cash advances or deposits received from customers prior to transfer of control of the product. These advances are typically fulfilled within the 90-day time frame mentioned above.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Certain contracts with customers include variable consideration, such as rebates or discounts. The Company recognizes estimates of this variable consideration each period, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs. While the Company’s contracts with customers do not generally include explicit rights to return product, the Company will in practice allow returns in the normal course of business and as part of the customer relationship. Expected returns allowances are recognized each period based on an analysis of historical experience, and when physical recovery of the product from returns occurs, an estimated right to return asset is also recorded based on the approximate cost of the product.

Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to revenue recognition include:


	March 31,			December 31,			Statement of Financial Position
	2025			2024			Classification
Returns, discounts and other allowances	$	(706	)	$	(1,051	)	Trade accounts receivable
Right of return asset	$	728		$	456		Inventories, net
Customer deposits	$	(2,252	)	$	(2,565	)	Other current liabilities
Accrued rebates	$	(2,922	)	$	(4,196	)	Other current liabilities

Sales, value added, and other taxes collected with revenue from customers are excluded from net sales. The cost for shipments to customers is recognized when control over products has transferred to the customer and is classified as Freight out expenses for the Company’s manufacturing business and as Cost of sales for the Company’s distribution business. Costs for shipments to customers in Freight out expenses were approximately $2.8 million and $2.4 million for the quarters ended March 31, 2025 and 2024, respectively, and in Cost of sales were approximately $2.6 million and $2.9 million for the quarters ended March 31, 2025 and 2024, respectively.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Based on the short-term nature of contracts described above, contract acquisition costs are not significant. These costs, as well as other incidental items that are immaterial in the context of the contract, are recognized as expense as incurred. See Note 14, Segments for additional details on the Company's revenue by major market.

3. Acquisitions

Signature

On February 8, 2024, the Company acquired the stock of Signature Systems, a manufacturer and distributor of composite matting ground protection for industrial applications, stadium turf protection and temporary event flooring, which is included in the Material Handling Segment. The Signature acquisition aligns with the Company's long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. Cash consideration was $348.3 million, net of $4.3 million of cash acquired. Total cash consideration also includes the working capital settlement, which was finalized in June 2024. The Company funded the acquisition of Signature through an amendment and restatement of Myers’ existing loan agreement, as described in Note 11.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The purchase accounting has been finalized as of March 31, 2025 and the final allocation of consideration for the Signature acquisition is as follows:


	Initial Allocation of Consideration		Measurement Period Adjustments(1)			Final Allocation
Assets acquired:
Accounts receivable	$	18,902	$	(48	)	$	18,854
Inventories		17,612		(239	)		17,373
Prepaid expenses		719		(25	)		694
Other assets - long-term		4,761		437			5,198
Property, plant and equipment		28,281		(18	)		28,263
Right of use asset - operating leases		3,946		—			3,946
Intangible assets		127,000		9,700			136,700
Goodwill		215,105		(32,007	)		183,098
Assets acquired	$	416,326	$	(22,200	)	$	394,126

Liabilities assumed:
Accounts payable	$	4,542	$	362		$	4,904
Accrued expenses		5,646		266			5,912
Operating lease liability - short-term		525		—			525
Operating lease liability - long-term		2,400		—			2,400
Deferred income taxes		55,054		(22,981	)		32,073
Total liabilities assumed		68,167		(22,353	)		45,814

Net acquisition cost	$	348,159	$	153		$	348,312

(1) The Company's preliminary purchase price allocation changed due to additional information and further analysis.

Included in Accounts receivable and Other assets (long-term) of the table above are long term notes receivable with face value of $11.4 million and estimated fair value of $7.0 million based on a risk-adjusted income approach, of which $1.9 million was classified as current as of the date of acquisition. The long term notes receivable acquired were considered purchased credit deteriorated assets. At the acquisition date, the Company established a $3.2 million allowance for credit loss, which has been added to the fair value of the loan to determine its amortized cost basis. The $1.2 million difference between the amortized cost basis and unpaid principal represents a noncredit discount that will be amortized into interest income over the remaining lives of the long term notes receivable through their maturities in August 2026. Subsequent to the acquisition date, there was no change to the allowance for credit loss on the purchased credit deteriorated assets which have been evaluated through the period ended March 31, 2025.

Intangible assets consist of Signature’s technology, customer relationships and the Signature Systems indefinite-lived trade name, and are summarized in the table below:


	Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	83,800	10.0 years
Technology		31,300	12.0 years
Total amortizable intangible assets	$	115,100
Intangible assets not subject to amortization:
Trademarks and trade names	$	21,600	Indefinite

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The following unaudited pro forma results of operations for the three months ended March 31, 2024 assumes the Signature acquisition was completed on January 1, 2023. The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense, amortization of intangibles associated with the acquisition, amortization of acquisition-related inventory step-up costs and the effects of adjustments made to the carrying value of certain assets.


	For the Quarter Ended March 31,
	2024
Net sales	$	221,821
Net income		8,345

The unaudited pro forma results may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the period presented, nor is it intended to be a projection of future results.

4. Restructuring

On March 6, 2025, the Company announced it would be launching a 'Focused Transformation' initiative with a target to implement $20 million of annualized cost savings, primarily in SG&A, by year-end 2025. In conjunction with the program the Company incurred $0.4 million of restructuring charges during the quarter ended March 31, 2025, which was recorded within Selling, general and administrative. Accrued and unpaid restructuring expenses were $0.4 million at March 31, 2025 and remaining costs to complete the program are still being evaluated as the Company conducts a comprehensive review of its portfolio, focusing on where it can add the most value while highlighting the unique differentiators that set the Company apart from its peers.

In conjunction with the Company's previously announced restructuring plan to improve the Company’s organizational structure and operational efficiency within the Distribution Segment, the Company incurred $0.8 million for the quarter ended March 31, 2025, which includes asset impairments, inventory write-downs, employee severance and other facility costs that were recorded within Selling, general and administrative and (Gain) loss on disposal of fixed assets. Accrued and unpaid restructuring expenses were not significant at March 31, 2025 and remaining costs to complete the consolidations are expected to be approximately $1.7 million, related primarily to idled lease facility and maintenance costs.

In conjunction with the Company's previously announced Ameri-Kart plan the Company incurred $0.2 million of restructuring charges during the quarter ended March 31, 2024, which was recorded within Cost of sales. On May 7, 2024, the Company entered into a termination agreement to exit the idled lease facility, in conjunction with the Ameri-Kart plan, for which the original lease extended through 2026 and a termination payment of $1.8 million was recorded to satisfy all remaining obligations under the original lease. The Ameri-Kart plan is now complete and there were no remaining accrued and unpaid restructuring expenses at March 31, 2025 or December 31, 2024.

Charges from other restructuring initiatives to reduce and streamline overhead costs during the quarter ended March 31, 2025 totaled $0.8 million, which was recorded within both Cost of sales and Selling, general and administrative. Accrued and unpaid restructuring expenses were $1.7 million and $0.9 million at March 31, 2025 and December 31, 2024, respectively.

5. Inventories

Inventories are valued at the lower of cost or market for last-in, first-out (“LIFO”) inventory and lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. Approximately 30 percent of inventories are valued using the LIFO method of determining cost. All other inventories are valued using the FIFO method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation. No adjustment to the LIFO reserve was recorded for the quarters ended March 31, 2025 or 2024.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Inventories consisted of the following:


	March 31,		December 31,
	2025		2024
Finished and in-process products	$	64,832	$	62,601
Raw materials and supplies		38,953		34,400
	$	103,785	$	97,001

6. Other Liabilities

The balance in Other current liabilities is comprised of the following:


	March 31,		December 31,
	2025		2024
Customer deposits and accrued rebates	$	5,174	$	6,761
Dividends payable		5,376		5,613
Accrued litigation, claims and professional fees		161		110
Current portion of environmental reserves		5,405		6,605
Hedge contract liability		1,068		753
Other accrued expenses		6,433		6,952
	$	23,617	$	26,794

The balance in Other liabilities (long-term) is comprised of the following:


	March 31,		December 31,
	2025		2024
Environmental reserves	$	10,530	$	9,984
Supplemental executive retirement plan liability		195		270
Pension liability		101		79
Hedge contract liability		4,019		2,490
Other long-term liabilities		2,097		2,480
	$	16,942	$	15,303

7. Goodwill and Intangible Assets

The change in goodwill for the quarter ended March 31, 2025 was as follows:


	Distribution		Material Handling		Total
January 1, 2025	$	14,730	$	240,802	$	255,532
Foreign currency translation		—		13		13
March 31, 2025	$	14,730	$	240,815	$	255,545

Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents, non-competition agreements and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated useful lives. Indefinite-lived trade names had a carrying value of $31.4 million at both March 31, 2025 and December 31, 2024. Refer to Note 3 for the intangible assets acquired through the Signature acquisition in February 2024.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

8. Stockholders' Equity

Net Income Per Common Share

Net income per common share, as shown on the accompanying Condensed Consolidated Statements of Operations (Unaudited), is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:


	For the Quarter Ended March 31,
	2025		2024
Weighted average common shares outstanding basic		37,298,967		36,908,169
Dilutive effect of stock options and restricted stock		115,043		214,850
Weighted average common shares outstanding diluted		37,414,010		37,123,019

The dilutive effect of stock options and restricted stock was computed using the treasury stock method. Options to purchase 12,164 and 4,733 shares of common stock that were outstanding for the quarter ended March 31, 2025 and 2024, respectively were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of common shares, and were therefore anti-dilutive.

Share Repurchases

On February 27, 2025, the Company's Board of Directors authorized the repurchase of up to $10.0 million in shares of its Common Stock effective March 10, 2025 (the “2025 Repurchase Program”). The 2025 Repurchase Program replaces the Company’s previously authorized 2013 repurchase program, which is hereby terminated, and will end on the first to occur of reaching the maximum amount of $10.0 million in repurchases or December 31, 2025. Repurchases under the 2025 repurchase program may be made in the open market at prevailing market prices, through accelerated share repurchases, through privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and the Company’s insider trading policy.

During the quarter ended March 31, 2025, the Company repurchased 76,800 shares for $1.0 million, at an average cost of $13.00 per share, exclusive of commissions and excise tax under the 2025 Repurchase Program. As of March 31, 2025, there was approximately $9.0 million in remaining funds authorized under the 2025 Repurchase Program.

9. Stock Compensation

The Company’s 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Board of Directors on March 4, 2021, amended by the Board of Directors on April 20, 2021, and approved by shareholders in the annual shareholder meeting on April 29, 2021. The 2021 Plan authorizes the Compensation and Management Development Committee of the Board of Directors (“Compensation Committee”) to issue up to 2,000,000 additional various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors. No new awards may be issued under the 2021 Plan after March 16, 2024.

The Company’s 2024 Long-Term Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 29, 2024, and approved by shareholders in the annual shareholder meeting on April 25, 2024. The 2024 Plan authorizes the Compensation Committee to issue up to 2,500,000 additional various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors.

Stock compensation expense was approximately $1.1 million and $0.7 million for the quarters ended March 31, 2025 and 2024, respectively. These expenses are included in Selling, general and administrative expenses. Changes in expected performance under performance share award arrangements can cause volatility in stock compensation expense. Total unrecognized compensation cost related to non-vested stock-based compensation arrangements at March 31, 2025 was approximately $7.9 million, which will be recognized over the next three years, as such compensation is earned. Outstanding options expire, if unexercised, ten years from the date of grant.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

10. Contingencies

The Company is a defendant in various lawsuits and a party to various other legal proceedings arising in the ordinary course of business, some of which are covered in whole or in part by insurance. When a loss arising from these matters is probable and can reasonably be estimated, the most likely amount of the estimated probable loss is recorded, or if a range of probable loss can be estimated and no amount within the range is a better estimate than any other amount, the minimum amount in the range is recorded. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.

Based on current available information, management believes that the ultimate outcome of these matters, including those described below, will not have a material adverse effect on our financial position, cash flows or overall trends in our results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.

New Idria Mercury Mine

In September 2015, the U.S. Environmental Protection Agency (“EPA”) informed a subsidiary of the Company, Buckhorn, Inc. (“Buckhorn”) via a notice letter and related documents (the “Notice Letter”) that it considers Buckhorn to be a potentially responsible party (“PRP”) in connection with the New Idria Mercury Mine site (“New Idria Mine”). New Idria Mining & Chemical Company (“NIMCC”), which owned and/or operated the New Idria Mine through 1976, was merged into Buckhorn Metal Products Inc. in 1981, which was subsequently acquired by Myers Industries, Inc. in 1987. As a result of the EPA Notice Letter, Buckhorn and the Company entered into an Administrative Order of Consent (“AOC”) with the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives. The AOC and related Statement of Work (“SOW”) were effective as of November 27, 2018, the date that it was executed by the EPA. The AOC requires a $2 million letter of credit to be provided for the duration of the RI/FS as assurance of Buckhorn's performance obligations.

All reasonably estimable costs related to the environmental remediation are accrued. These costs are comprised primarily of estimates to perform the RI/FS, identification of possible other PRPs, EPA oversight fees, past cost claims made by the EPA, periodic monitoring, and responses to demands issued by the EPA under the AOC. It is possible that adjustments to the aforementioned reserves will be necessary as new information is obtained, including after finalization and EPA approval of the work plan for the RI/FS. Estimates of Buckhorn’s liability are based on current facts, laws, regulations and technology. Estimates of Buckhorn’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of remedial actions that may be required, the extent of oversight by the EPA and the number and financial condition of other PRPs that may be named, as well as the extent of their responsibility for the remediation. Beginning in late 2021 and continuing through the current period, Buckhorn and the EPA continue to actively discuss the scope of the activities in the work plan for the RI/FS, resulting in changes to the estimated costs to perform the RI/FS work plan from time to time. Cost estimates will continue to be refined as the work plans for the RI/FS and the ultimate remediation are finalized and as the activities are performed over a period expected to last several years.

In the fourth quarter of 2022, Buckhorn reached an agreement with respect to certain insurance coverage related to defense costs, which is expected to apply to a substantial portion of the estimated RI/FS costs. Recovery of accrued costs are recorded as a receivable to the extent such recovery is determined to be probable under this agreement. Estimates of cost recoveries will continue to be refined as the RI/FS work plan is finalized and the activities are performed over a period expected to last several years. Buckhorn may also have opportunity for cost recovery under other insurance policies.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Since October 2011, when the New Idria Mine was added to the Superfund National Priorities List by the EPA, Buckhorn has recognized $25.1 million of cumulative charges, made cumulative payments of $15.3 million and received insurance recoveries of $7.1 million through March 31, 2025. For the quarter ended March 31, 2025 the following undiscounted activity was recorded in connection with the New Idria Mercury Mine:


	For the Quarter Ended March 31,
	2025			2024
Beginning reserve balance	$	12,425		$	13,182
Changes in estimated environmental liability		—			—
Payments made		(706	)		(867	)
Ending reserve balance (1)	$	11,719		$	12,315

Beginning receivable balance	$	8,404		$	7,245
Changes in estimated insurance recovery		—			300
Insurance recovery reimbursements		(917	)		(525	)
Ending receivable balance (2)	$	7,487		$	7,020

(1) As of March 31, 2025, Buckhorn has a total ending reserve balance of $11.7 million related to the New Idria Mine, of which $5.3 million is classified in Other current liabilities and $6.4 million in Other liabilities (long-term).

(2) As of March 31, 2025, Buckhorn has a total receivable balance related to the probable insurance recovery of $7.5 million, of which $3.0 million is classified in Other accounts receivable and $4.5 million is classified in Other assets (long-term).

Given the circumstances referred to above, including the fact that the final remediation strategy has not yet been determined, Buckhorn has not accrued for remediation costs in connection with this site as it is unable to estimate the range of a reasonably possible liability for remediation costs.

New Almaden Mine

A number of parties, including the Company and its subsidiary, Buckhorn (as successor to NIMCC), were alleged by trustee agencies of the United States and the State of California to be responsible for natural resource damages due to environmental contamination of areas comprising the historical New Almaden mercury mines located in the Guadalupe River Watershed region in Santa Clara County, California (“County”). In 2005, Buckhorn and the Company, without admitting liability or chain of ownership of NIMCC, resolved the trustees’ claim against them through a consent decree that required them to contribute financially to the implementation by the County of an environmentally beneficial project within the impacted area. Buckhorn and the Company negotiated an agreement with the County ("Cost Sharing Agreement"), whereby Buckhorn and the Company agreed to reimburse one-half of the County’s costs of implementing the project. A detailed estimate was received from the County in 2016, and estimated costs for implementing the project to range between $3.3 million and $4.4 million. In 2022, the County informed the Company that it may begin implementation of the project in 2023 and that costs were expected to be higher. In January 2023, the County informed Buckhorn that the project will commence in 2023 and that it had accepted a bid to complete the project for approximately $9.0 million. The Company and Buckhorn intend to vigorously challenge, under the terms of the Cost Sharing Agreement, their responsibility to share in the entirety of the project cost increases. No costs were incurred related to New Almaden in the quarter ended March 31, 2025 or 2024. As of March 31, 2025, Buckhorn has a total reserve of $4.4 million related to the New Almaden Mine, of which $0.3 million is classified in Other current liabilities and $4.1 million is classified in Other liabilities (long-term).

It is possible that adjustments to the aforementioned reserves will be necessary to reflect new information. In addition, the Company may have claims against and defenses to claims by the County under the 2005 agreement that could reduce or offset its obligation for reimbursement of some of these potential additional costs. With the assistance of environmental consultants, the Company will closely monitor this matter and will continue to assess its reserves as additional information becomes available.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Other Matters

On February 14, 2023, a lawsuit was filed by Nan Morgan McCartney in the Circuit Court of Escambia County, Florida against the Company, Scepter US Holding Company, Scepter Manufacturing, LLC, Scepter Canada Inc., Walmart Inc., and Wal-Mart Stores East, LP. The complaint seeks compensatory damages and court costs for harm caused to Ms. McCartney allegedly arising from use of a 5-gallon portable fuel container manufactured by a Scepter company and alleges amounts in controversy in excess of $30 thousand exclusive of costs. The case has been removed to the Northern District of Florida, Pensacola Division. The Myers' defendants filed their Answer to the Complaint on April 25, 2023. On May 19, 2023, the Court filed a Final Scheduling Order. Defendants have served written discovery on Plaintiff. Plaintiff was deposed on September 6, 2023. On January 12, 2024 Myers and Walmart signed a joint defense agreement. On April 2, 2025, the Myers Defendants learned that Walmart settled its case with Plaintiff. Depositions of fact witnesses, and corporate representatives are complete. Expert depositions are scheduled throughout February 2025. Mediation is scheduled for May 6, 2025. The Company cannot assess with any meaningful probability the outcome or the potential damages. Scepter has maintained insurance policies, which it believes will cover a substantial portion of the defense costs incurred in this matter.

On March 18, 2025, a lawsuit was filed by Ryan Colvin, individually and on behalf of his minor son, C.C., and Chelsea Conkel, individually, in the United States District Court for the District of Arizona, against Scepter Manufacturing, LLC. The Complaint seeks damages and court costs for harm caused to Plaintiff’s minor son and both parents allegedly arising from the use of a 5-gallon portable fuel container manufactured by Scepter Manufacturing, LLC, and alleges amounts in controversy in excess of $75 thousand. The Company has not been served the complaint as of the day of this filing and cannot assess with any meaningful probability of outcome or damages.

11. Long-Term Debt and Loan Agreements

Long-term debt consisted of the following:


	March 31,		December 31,
	2025		2024
Amended Loan Agreement - Revolving Credit Facility	$	13,000	$	—
Amended Loan Agreement - Term Loan A		377,000		382,000
		390,000		382,000
Less unamortized deferred financing costs		6,618		7,041
		383,382		374,959
Less current portion long-term debt		19,649		19,649
Long-term debt	$	363,733	$	355,310

On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement”) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.

Amendment No. 1 did not change the existing revolving credit facility’s maturity date or $250 million borrowing limit, which includes a letter of credit subfacility and swingline subfacility. In connection with Amendment No. 1, the Company incurred deferred financing fees of $9.2 million, of which $8.5 million was related to Term Loan A and included in Long-term debt and Long-term debt - current portion and $0.7 million was related to the Revolving Credit Facility and included in Other assets (long-term). These deferred financing fees are being amortized to Interest expense over their respective terms to maturity. Remaining deferred financing fees on the Revolving Credit Facility were $1.2 million and $1.3 million as of March 31, 2025 and December 31, 2024, respectively and remaining unamortized deferred financing costs under the Term Loan A totaled $6.6 million and $7.0 million as of March 31, 2025 and December 31, 2024, respectively.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

As of March 31, 2025, the Company had $231.7 million available under the Amended Loan Agreement, which is available for the ongoing working capital requirements of the Company and its subsidiaries and for general corporate purposes. The Company had $5.3 million of letters of credit issued related to insurance and other contracts requiring financial assurance in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Amounts borrowed under the credit facility are secured by pledges to all of the Company's assets (except with respect to certain assets that are customarily excluded for the incurrence of such liens).

On January 12, 2024, the Company repaid $26.0 million of senior unsecured notes upon maturity using cash on hand and availability under the Loan agreement. On February 6, 2024, in connection with the first amendment and restatement to the Loan Agreement discussed above, the Company prepaid the remaining $12.0 million face value of senior unsecured notes, which were due January 15, 2026, using availability under the revolving credit facility under the Loan Agreement. After giving effect to the payment in full all outstanding senior unsecured notes under the Note Purchase Agreement have been paid and the Note Purchase Agreement has been terminated. In conjunction with the termination the Company recognized a loss on debt extinguishment of $0.1 million, primarily representing the make-whole fees on the senior unsecured notes and the unamortized value of the original issuance discount which were included in Interest expense.

The weighted average interest rate on borrowings under the Company’s long-term debt was 7.59% and 8.93% for the quarters ended March 31, 2025 and 2024, respectively, which includes a quarterly facility fee on the used and unused portion, as well as amortization of deferred financing costs.

As of March 31, 2025, the Company was in compliance with all of its debt covenants associated with its Amended Loan Agreement. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense).

On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. At March 31, 2025, the remaining notional value of the Company's interest rate swap totaled $190.0 million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described above and in Note 1.

12. Income Taxes

The Company’s effective tax rate was 26.5% for the quarter ended March 31, 2025, respectively compared to 27.0% for the quarter ended March 31, 2024. The effective income tax rate for both periods was different than the Company’s statutory rate, primarily due to non-deductible expenses and state taxes.

The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of March 31, 2025, the Company is no longer subject to U.S. Federal examination by tax authorities for tax years before 2021. The Company is subject to state and local examinations for tax years of 2020 through 2023. In addition, the Company is subject to non-U.S. income tax examinations for tax years of 2020 through 2023.

13. Leases

The Company determines if an arrangement is a lease at inception. The Company has leases for manufacturing facilities, distribution centers, warehouses, office space and equipment, with remaining lease terms of one to eleven years. Certain of these leases include options to extend the lease for up to five years, and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the statement of financial position; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Operating leases with an initial term greater than 12 months are included in Right of use asset – operating leases (“ROU assets”), Operating lease liability – short term, and Operating lease liability – long term and finance leases are included in Property, plant and equipment, Finance lease liability – short term, and Finance lease liability – long term in the Condensed Consolidated Statements of Financial Position (Unaudited).

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent the obligation to make lease payments. ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. When leases do not provide an implicit rate, the Company’s incremental borrowing rate is used, which is then applied at the portfolio level, based on the information available at commencement date in determining the present value of lease payments. The Company has also elected not to separate lease and non-lease components. The lease terms include options to extend or terminate the lease when it is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to leases include:


		March 31,		December 31,
	Classification	2025		2024
Assets:
Operating lease assets	Right of use asset - operating leases	$	29,413	$	30,561
Finance lease assets	Property, plant and equipment, net		7,741		7,927
Total lease assets		$	37,154	$	38,488

Liabilities:
Current	Operating lease liability - short-term	$	6,717	$	6,597
Long-term	Operating lease liability - long-term		22,527		23,700
Total operating lease liabilities			29,244		30,297
Current	Finance lease liability - short-term		627		621
Long-term	Finance lease liability - long-term		7,834		7,994
Total finance lease liabilities			8,461		8,615
Total lease liabilities		$	37,705	$	38,912

The components of lease expense include:


		For the Quarter Ended March 31,
Lease Cost	Classification	2025		2024
Operating lease cost (1)	Cost of sales	$	1,790	$	1,732
Operating lease cost (1)	Selling, general and administrative expenses		987		964
Finance lease cost
Amortization expense	Cost of sales		185		185
Interest expense on lease liabilities	Interest expense, net		77		83
Total lease cost		$	3,039	$	2,964

(1)

Includes short-term leases and variable lease costs, which are immaterial

Supplemental cash flow information related to leases was as follows:


	For the Quarter Ended March 31,
Supplemental Cash Flow Information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,092	$	2,007
Operating cash flows from finance leases	$	77	$	83
Financing cash flows from finance leases	$	154	$	143
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	583	$	4,417
Finance leases	$	—	$	—

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)


Lease Term and Discount Rate	March 31, 2025			December 31, 2024
Weighted-average remaining lease term (years):
Operating leases		4.71			4.93
Finance leases		10.75			11.00
Weighted-average discount rate:
Operating leases		6.3	%		6.3	%
Finance leases		3.7	%		3.7	%


Maturity of Lease Liabilities - As of March 31, 2025	Operating Leases			Finance Leases			Total
2025 (1)	$	6,269		$	693		$	6,962
2026		8,116			924			9,040
2027		6,929			945			7,874
2028		4,950			950			5,900
2029		3,258			950			4,208
After 2029		3,849			5,758			9,607
Total lease payments		33,371			10,220			43,591
Less: interest		(4,127	)		(1,759	)		(5,886	)
Present value of lease liabilities	$	29,244		$	8,461		$	37,705

(1)

Represents amounts due in 2025 after March 31, 2025

14. Segments

The Company, a leading manufacturer of products that protect the world from the ground up, manages its business under two operating segments, Material Handling and Distribution, consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource allocation decisions. The Company's CODM is the Chief Executive Officer. None of the reportable segments include operating segments that have been aggregated. These segments contain individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. Intersegment sales are recorded with a reasonable margin and are eliminated in consolidation.

The Material Handling Segment manufactures a broad selection of durable plastic reusable products that are used repeatedly during the course of their service life. At the end of their service life, these highly sustainable products can be recovered, recycled, and reprocessed into new products. The Material Handling Segment’s products include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling. Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded. This segment conducts its primary operations in the United States and Canada, but also exports globally. Markets served include industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, construction, infrastructure and consumer, among others. Products are sold both directly to end-users and through distributors. The acquisition of Signature, as described in Note 3, is included in the Material Handling Segment.

The Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive under-vehicle repair and the manufacture of tire repair and retreading products. The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/retread supplies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape. The Distribution Segment operates domestically through its regional and customer-focused sales team with strategically located regional distribution centers in the United States, and in certain foreign countries through export sales. In addition, the Distribution Segment operates directly in certain foreign markets, principally Central America, through foreign branch operations. Markets served include retail and truck tire dealers, commercial auto and truck fleets, truck stop operations, auto dealers, general service and repair centers, tire retreaders, and government agencies.

Total sales from foreign business units were approximately $11.1 million and $9.9 million for the quarters ended March 31, 2025 and 2024, respectively.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

An analysis of the Company's operations by segment, including revenue by major market is as follows:


	For the Quarter Ended March 31, 2025
	Material Handling			Distribution			Corporate			Inter-company			Consolidated
Industrial	$	61,671		$	—		$	—		$	(168	)	$	61,503
Infrastructure		27,705			—			—			—			27,705
Vehicle		26,343			—			—			—			26,343
Consumer		20,823			—			—			-			20,823
Food and beverage		21,130			—			—			—			21,130
Auto aftermarket		—			49,246			—			—			49,246
Net sales		157,672			49,246			—			(168	)		206,750
Cost of sales		102,756			35,084			—			(168	)		137,672
Selling, general and administrative expenses		21,467			13,964			9,324			—			44,755
Depreciation and amortization		3,505			727			226			—			4,458
Freight out		2,583			229			—			—			2,812
(Gain) loss on disposal of fixed assets		(20	)		423			—			—			403
Operating income (loss) (4)		27,381			(1,181	)		(9,550	)		—			16,650
Interest expense, net														7,386
Income before income taxes													$	9,264

Total assets		734,577			98,941			50,324			—			883,842
Capital additions, net		7,953			105			25			—			8,083
Depreciation and amortization (5)		8,846			824			765			—			10,435


	For the Quarter Ended March 31, 2024
	Material Handling			Distribution			Corporate			Inter-company			Consolidated
Industrial	$	53,614		$	—		$	—		$	(17	)	$	53,597
Infrastructure		19,327			—			—			—			19,327
Vehicle		29,410			—			—			—			29,410
Consumer		22,301			—			—			—			22,301
Food and beverage		27,573			—			—			—			27,573
Auto aftermarket		—			54,894			—			—			54,894
Net sales		152,225			54,894			—			(17	)		207,102
Cost of sales (2)		105,146			37,704			—			(17	)		142,833
Selling, general and administrative expenses (1) (3)		19,641			15,689			11,783			—			47,113
Depreciation and amortization		3,013			709			199			—			3,921
Freight out		2,205			218			—			—			2,423
(Gain) loss on disposal of fixed assets		(36	)		(31	)		—			—			(67	)
Operating income (loss) (4)		22,256			605			(11,982	)		—			10,879
Interest expense, net														6,079
Income before income taxes													$	4,800

Total assets		796,713			106,601			43,822			—			947,136
Capital additions, net		5,206			380			121			—			5,707
Depreciation and amortization (5)		7,525			773			430			—			8,728

(1) The Company recognized $(0.3) million of expense (income) to the estimated environmental reserve, net of probable insurance recoveries for the quarter ended March 31, 2024, as described in Note 10. Environmental charges are not included in segment results and are shown with Corporate.

(2) The Company recognized $3.1 million of non-cash inventory step-up that was amortized to Cost of sales for the quarter ended March 31, 2024, related to the reporting of inventory at fair value in conjunction with the acquisition of Signature, as described in Note 3.

(3) The Company incurred $3.4 million of acquisition related costs associated with the Signature acquisition, as described in Note 3, for the quarter ended March 31, 2024, of which $3.3 million and $0.1 million are included in Corporate and Material Handling's results, respectively.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

(4) The Company incurred $2.0 million and $0.2 million of restructuring costs associated with the restructuring initiatives described in Note 4, for the quarter ended March 31, 2025 and 2024, respectively.

(5) Total depreciation and amortization inclusive of amounts within Cost of sales. Corporate depreciation and amortization includes amortization of deferred financing costs of $0.5 million and $0.2 million for the quarter ended March 31, 2025 and 2024, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the information incorporated by reference contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including information regarding the Company’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. Forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, these statements inherently involve a wide range of inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company’s actual actions, results, and financial condition may differ materially from what is expressed or implied by the forward-looking statements.

Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, significant increases in the cost of raw materials or disruption in the availability of raw materials; operating in a very competitive business environment; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; physical and other risks that could disrupt production; risks associated with our ability to develop and market new products; risks associated with protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others; price volatility with our common stock; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business or inflationary conditions in the U.S. economy or global markets; risks associated with doing business in foreign countries; inability of the Company to maintain access to credit financing; risks associated with equity ownership concentration; claims, litigation and regulatory actions against the Company; changes in laws (including privacy laws), regulations and standards affecting the Company; current and future environmental and other governmental laws and requirements affecting the Company; unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events; instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.

Executive Overview

The Company, a leading manufacturer of products that protect the world from the ground up, conducts its business activities in two reportable segments: The Material Handling Segment and the Distribution Segment.

The Company designs, manufactures, and markets a variety of plastic, metal and rubber products. The Material Handling Segment manufactures a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling. Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded. The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire, wheel and under vehicle service on passenger, heavy truck and off-road vehicles, as well as the manufacturing of tire repair and retreading products.

The Company’s results of operations for the quarter ended March 31, 2025 are discussed below. The current economic environment includes heightened risks from tariffs, inflation, interest rates, banking liquidity, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities. Some of our businesses have been and may continue to be affected by these broader economic effects, including customer demand for our products, supply chain disruptions, labor availability, tariffs and inflation. The Company believes it is well-positioned to manage through this uncertainty as it has a strong balance sheet with sufficient liquidity and borrowing capacity as well as a diverse product offering and customer base.

Results of Operations:

Comparison of the Quarter Ended March 31, 2025 to the Quarter Ended March 31, 2024

Net Sales:


(dollars in thousands)	Quarter Ended March 31,
Segment	2025			2024			Change			% Change
Material Handling	$	157,672		$	152,225		$	5,447			3.6	%
Distribution		49,246			54,894			(5,648	)		(10.3	)%
Inter-company sales		(168	)		(17	)		(151	)
Total net sales	$	206,750		$	207,102		$	(352	)		(0.2	)%

Net sales for the quarter ended March 31, 2025 were $206.8 million, a decrease of $0.4 million or 0.2% compared to the quarter ended March 31, 2024. Net sales decreased due to lower pricing of $6.0 million, lower volume of $0.2 million and the effect of unfavorable currency translation of $0.6 million, partially offset by $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024, included in the Material Handling Segment.

Net sales in the Material Handling Segment increased $5.4 million or 3.6% for the quarter ended March 31, 2025 compared to the quarter ended March 31, 2024. Net sales increased due to $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024 and higher volume of $2.7 million, partially offset by lower pricing of $3.1 million and the effect of unfavorable currency translation of $0.6 million.

Net sales in the Distribution Segment decreased $5.6 million or 10.3% for the quarter ended March 31, 2025 compared to the quarter ended March 31, 2024, primarily due to lower pricing of $2.9 million and lower volume of $2.7 million.

Cost of Sales & Gross Profit:


	Quarter Ended March 31,
(dollars in thousands)	2025			2024			Change			% Change
Cost of sales	$	137,672		$	142,833		$	(5,161	)		(3.6	)%
Gross profit	$	69,078		$	64,269		$	4,809			7.5	%
Gross profit as a percentage of sales		33.4	%		31.0	%

Gross profit increased $4.8 million, or 7.5%, for the quarter ended March 31, 2025 compared to the quarter ended March 31, 2024, due to the benefits of the acquisition of Signature on February 8, 2024, favorable mix and lower material costs, partially offset by lower volume and pricing as described under Net Sales above, and unfavorable cost productivity. Gross margin was 33.4% for the quarter ended March 31, 2025 compared with 31.0% for the quarter ended March 31, 2024.

Selling, General and Administrative Expenses:


	Quarter Ended March 31,
(dollars in thousands)	2025			2024			Change			% Change
SG&A expenses	$	44,755		$	47,113		$	(2,358	)		(5.0	)%
SG&A expenses as a percentage of sales		21.6	%		22.7	%

Selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2025 were $44.8 million, a decrease of $2.4 million or 5.0% compared to the same period in the prior year. Decreases in SG&A expenses for the quarter ended March 31, 2025 were primarily due to $3.4 million of lower acquisition and integration costs due to the Signature acquisition as described in Note 3, $1.7 million of lower variable selling expenses, $1.1 million of lower legal and professional fees, $1.0 million of lower salaries and benefits, $0.3 million of lower facility costs and $0.2 million of lower commissions, partially offset by $3.0 million of incremental SG&A from the acquisition of Signature on February 8, 2024, $0.6 million of higher incentive compensation and $1.9 million of higher restructuring costs as described in Note 4.

Depreciation and amortization:

Depreciation and amortization, exclusive of amounts within Cost of sales, increased $0.5 million to $4.5 million for the quarter ended March 31, 2025 as compared to $3.9 million for the quarter ended March 31, 2024. The increase was primarily related to the acquisition of Signature on February 8, 2024.

Freight out:

Freight out costs increased $0.4 million to $2.8 million for the quarter ended March 31, 2025 as compared to $2.4 million for the quarter ended March 31, 2024. The increase was primarily related to higher sales volume within the Company's Material Handling segment.

(Gain) loss on disposal of fixed assets:

During the quarter ended March 31, 2025 the Company recognized $0.4 million of losses on the disposal of fixed assets primarily related to fixed asset impairments and the disposal of fixed assets in conjunction with the previously announced facility consolidations as described in Note 4. During the quarter ended March 31, 2024 the Company recognized $(0.1) million of gains on the disposal of fixed assets primarily related to the sale of fixed assets in the prior year.

Net Interest Expense:


	Quarter Ended March 31,
(dollars in thousands)	2025			2024			Change		% Change
Net interest expense	$	7,386		$	6,079		$	1,307		21.5	%
Average outstanding borrowings, net	$	404,971		$	275,354		$	129,617		47.1	%
Weighted-average borrowing rate		7.59	%		8.93	%

Net interest expense for the quarter ended March 31, 2025 was $7.4 million, an increase of $1.3 million, or 21.5%, compared with $6.1 million for the quarter ended March 31, 2024. The higher net interest expense was due to higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below, partially offset by a lower weighted-average borrowing rate for the quarter ended March 31, 2025.

Income Taxes:


	Quarter Ended March 31,
(dollars in thousands)	2025			2024
Income before income taxes	$	9,264		$	4,800
Income tax expense	$	2,459		$	1,297
Effective tax rate		26.5	%		27.0	%

The Company’s effective tax rate was 26.5% and 27.0% for the quarter ended March 31, 2025 and 2024, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year, including expenses related to the Signature acquisition.

Liquidity and Capital Resources:

The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below). At March 31, 2025, the Company had $35.3 million of cash, $231.7 million available under the Amended Loan Agreement and outstanding debt of $391.8 million, including the finance lease liability of $8.5 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and the heightened uncertainty in the current macroeconomic environment. The Company believes that cash on hand, cash flows from operations and available capacity under its Amended Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth.

Operating Activities

Net cash provided by operating activities was $10.1 million for the quarter ended March 31, 2025, compared to $20.3 million in the same period in 2024. The decrease was primarily due to changes in working capital, primarily due to increases in accounts receivable and inventories, partially offset by increases in accounts payable. Cash used for working capital was $7.9 million for the quarter ended March 31, 2025, compared to cash generated from working capital of $4.3 million in the prior year to date period.

Investing Activities

Net cash used for investing activities was $8.0 million for the quarter ended March 31, 2025 compared to cash used of $354.5 million for the same period in 2024. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3. Capital expenditures were $8.1 million and $5.7 million for the quarter ended March 31, 2025 and 2024, respectively. Full year 2025 capital expenditures are expected to be approximately 3% of revenue.

Financing Activities

Cash provided by financing activities was $1.0 million for the quarter ended March 31, 2025 compared to $336.9 million for the same period in 2024. Net borrowings (repayments) of the Company's revolving credit facility were $13.0 million and $(11.0) million for the quarter ended March 31, 2025 and 2024, respectively. The company also made scheduled repayments of the Term Loan A totaling $5.0 million for the quarter ended March 31, 2025. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $0.3 million and $2.4 million for the quarter ended March 31, 2025 and 2024, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $0.8 million and $1.9 million for the quarter ended March 31, 2025 and 2024, respectively. The company also used $1.0 million for the repurchase of its common stock, as described in Note 8. In connection with the Signature acquisition in 2024, the Company received proceeds of $400 million under a new term loan facility and repaid $38.0 million of senior unsecured notes in conjunction with an amendment and restatement to the Loan Agreement described below. Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million. The Company also used cash to pay dividends of $5.3 million and $5.3 million for the quarter ended March 31, 2025 and 2024, respectively.

Credit Sources

Repayment and termination of Senior Unsecured Notes

On January 12, 2024, the Company repaid $26.0 million of senior unsecured notes upon maturity using cash on hand and availability under the Loan Agreement. On February 6, 2024, in connection with the first amendment and restatement to the Loan Agreement described below, the Company prepaid the remaining $12.0 million face value of senior unsecured notes, which were due January 15, 2026, using availability under the revolving credit facility under the Loan Agreement. After giving effect to the payment in full, all outstanding senior unsecured notes under the Note Purchase Agreement have been paid and the Note Purchase Agreement has been terminated. In conjunction with the termination the Company recognized a loss on debt extinguishment of $0.1 million, primarily representing the make-whole fees on the senior unsecured notes and the unamortized value of the original issuance discount.

First Amendment to Loan Agreement

On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” – see also Note 11) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.

As of March 31, 2025, $231.7 million was available under the Amended Loan Agreement, after borrowings and the Company had $5.3 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates.

As of March 31, 2025, the Company was in compliance with all of its debt covenants. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense). The ratios as calculated under the terms of the Amended Loan Agreement as of and for the period ended March 31, 2025 are shown in the following table:

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources at March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company has certain financing arrangements that require interest payments based on floating interest rates, and to that extent, the Company’s financial results are subject to changes in the market rate of interest. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Based on current debt levels at March 31, 2025, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $2.0 million.

The Company has entered into an interest rate swap agreement to mitigate the variable interest rate risk under the Amended Loan Agreement, which effectively results in a fixed rate debt on a portion of its outstanding borrowings. Based on current debt levels at March 31, 2025, if market interest rates decrease or increase one percent, the Company's annual fixed rate interest expense on the fair value of the interest rate swap would change by approximately $5.9 million.

Foreign Currency Exchange Risk

Certain of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada and the United Kingdom with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and the United Kingdom to customers in the United States. The Company has a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada and the United Kingdom that are denominated in U.S. dollars. The net exposure is generally less than $1 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under ASC 815, Derivatives and Hedging, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the Condensed Consolidated Statements of Operations (Unaudited). The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At March 31, 2025, the Company had no foreign currency arrangements or contracts in place.

Commodity Price Risk

The Company uses certain commodity raw materials, primarily plastic resins, and other commodities, such as natural gas, in its operations. The cost of operations can be affected by changes in the market for these commodities, particularly plastic resins. The Company currently has no derivative contracts to hedge changes in raw material pricing. The Company may from time to time enter into forward buy positions for certain utility costs, which were not material at March 31, 2025. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 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 the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2025, there have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

Certain legal proceedings in which the Company is involved are discussed in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report, and Part I, Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s disclosures relating to legal proceedings in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report are incorporated into Part II of this report by reference. The Company is a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information regarding the Company’s stock repurchase plans during the quarter ended March 31, 2025:


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs		Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1)		Maximum dollar value of Shares that may yet be Purchased Under the Plans or Programs (2)
1/1/2025 to 1/31/2025		—	$	—		5,547,665		2,452,335	N/A
2/1/2025 to 2/28/2025		—		—		5,547,665		2,452,335	N/A
3/1/2025 to 3/10/2025		—		—		5,547,665		2,452,335	N/A
3/10/2025 to 3/31/2025		76,800		13.00		76,800	N/A			9,001,684

(1)

On July 11, 2013, the Board authorized the repurchase of up to 5.0 million shares of the Company’s common stock. This authorization was in addition to the 2011 Board authorized repurchase of up to 5.0 million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase. This program was terminated on March 10, 2025.

(2)

On February 27, 2025, the Board authorized the repurchase of up to $10.0 million in shares of the Company’s common stock, effective March 10, 2025 (the "2025 Repurchase Program). The 2025 Repurchase Program replaces the Company's previously authorized repurchase program, and will end on the first to occur of reaching the maximum amount of $10.0 million in repurchases or December 31, 2025. Repurchases under the 2025 repurchase program may be made in the open market at prevailing market prices, through accelerated share repurchases, through privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and the Company’s insider trading policy.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits


3.1	Myers Industries, Inc. Second Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3.1 to Form 8-K filed with the SEC on April 29, 2021.
3.2	Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.2 to Form 8-K filed with the SEC on April 29, 2021.
10.1*	Form of 2025 Restricted Stock Unit Award Agreement for Executive Officers under the Myers Industries, Inc. 2024 Long-Term Incentive Plan.* (filed herewith)
10.2*	Form of 2025 Performance Stock Unit Award Agreement for Executive Officers under the Myers Industries, Inc. 2024 Long-Term Incentive Plan.* (filed herewith)
31.1	Certification of Aaron M. Schapper, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Grant E. Fitz, Executive Vice President and Chief Financial Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Aaron M. Schapper, President and Chief Executive Officer, and Grant E. Fitz, Executive Vice President and Chief Financial Officer, of Myers Industries, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in inline XBRL includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*	Indicates executive compensation plan or arrangement

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 thereunto duly authorized.


	MYERS INDUSTRIES, INC.

May 1, 2025	/s/ Grant E. Fitz
	Grant E. Fitz
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-10.1 2 mye-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

(2025)

This Restricted Stock Unit Award Agreement (the “Agreement”) is made as of [insert date], 2025 by and between Myers Industries, Inc., an Ohio corporation (the “Company”), and [insert name], an employee (the “Employee”) of the Company or one or more of its Subsidiaries.

WHEREAS, the Company has heretofore adopted the Myers Industries, Inc. 2024 Long-Term Incentive Plan, as amended from time to time (the “Plan”); and

WHEREAS, it is a requirement of the Plan that a Restricted Stock Unit Award Agreement be executed to evidence the Restricted Stock Units (“Stock Units”) awarded to the Employee.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree as follows:

Grant of Stock Units. The Company hereby grants to the Employee an Award of [__________] Stock Units on the terms and conditions set forth herein and in the Plan. Each Stock Unit represents an unfunded, unsecured right of the Employee to receive the payment of one share of Stock (a “Share”) on the date that payment is made with respect to the Stock Unit.

Rights and Restrictions with Respect to Stock Units.

(a)

The Stock Units granted pursuant to this Agreement represent an unfunded and unsecured obligation of the Company, and the Employee shall have no rights with respect to the Stock Units other than those of a general creditor of the Company. Prior to the issuance of Shares as payment with respect to the Stock Units, the Employee shall have no rights of ownership in or to the Shares underlying the Stock Units and shall not be deemed the beneficial owner of such Shares.

(b)

Except as otherwise provided in this Agreement, none of the Stock Units may be sold, exchanged, transferred, pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Employee to any party (other than the Company or a Subsidiary or affiliate thereof), or assigned or transferred by the Employee otherwise than by will or the laws of descent and distribution or to the Employee’s Beneficiary upon the death of the Employee.

Vesting of the Stock Units.

(a)

Subject to Section 3(b), the Stock Units subject to this Agreement shall vest in three equal installments on March 16 of the first three years after the date of this Agreement (each such date, a “Vesting Date”); provided, however, that, if earlier, any outstanding but unvested Stock Units shall become immediately vested upon any of the following “Acceleration Events”: (i) termination of the Employee’s employment with the Company and its Subsidiaries by reason of the Employee’s death, Disability (as defined below), or Retirement (as defined below), or (ii) termination of the Employee’s employment with the Company and its Subsidiaries without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) if by the Company or for Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) if by the Employee, in either case following a Change of Control of the Company.

(b)

In the event of a termination of the Employee’s employment with the Company and its Subsidiaries for any reason other than an Acceleration Event, the Stock Units that have not vested as of the date of such termination shall be immediately and automatically forfeited to the Company without notice for no consideration.

(c)

For purposes of this Agreement, “Disability” shall mean a physical or mental incapacity that prevents the Employee from performing the Employee’s duties for a total of one hundred eighty (180) days in any twenty four (24) month period, and “Retirement” shall mean the Employee’s voluntary termination of employment after attaining age sixty (60) and completing at least five (5) years of service.

Payment and Issuance of Shares.

(a)

General Provision. On each Vesting Date or, if earlier, within thirty (30) days following an Acceleration Event (each such date, a “Payment Date”), the Company shall make a payment to the Employee of one Share for every Stock Unit that became vested as of such Vesting Date or Acceleration Event, as applicable (and with respect to which a payment has not previously been made pursuant to this Section 4), as payment with respect to each such vested Stock Unit.

(b)

Dividends. If any dividends are declared on the Shares while the Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on each Payment Date with respect to each Stock Unit that became vested as of the applicable Vesting Date or Acceleration Event, as applicable, in an amount equal to the aggregate amount of dividends that would have been payable to the Employee with respect to each such vested Stock Unit had such vested Stock Unit instead been an issued and outstanding Share on the record date of any such dividends (the “Dividend Equivalent Amount”), but only to the extent that the Dividend Equivalent Amount has not previously been paid to the Employee with respect to such vested Stock Unit. At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date equal to the Dividend Equivalent Amount.

(c)

Manner of Delivery. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the vested Stock Units to be evidenced (i) by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”), (ii) by a certificate issued in the Employee’s name, or (iii) by delivery to the Employee’s individual share holdings account in the Company’s equity plan manager’s system (“Employee’s Account”).

(d)

Shareholder Status. Upon the earliest of (i) the date the Shares are evidenced in a book entry account maintained by the Transfer Agent, (ii) the date a certificate for the Shares is issued in the Employee’s name, or (iii) the date the Shares are delivered to the Employee’s Account, the Employee shall be a shareholder with respect to the Shares and shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive any dividends and other distributions paid with respect to the Shares.

(e)

Mandatory Holding Period. The Employee shall maintain beneficial ownership of all Shares delivered as payment with respect to vested Stock Units, less any Shares disposed of in order to satisfy tax withholding requirements, until the earlier to occur of the first anniversary of the Vesting Date of such Stock Units or the Employee’s termination of employment for any reason. For purposes hereof, beneficial ownership shall be determined in accordance with Section 16 of the Exchange Act.

(f)

Cash Payment Election. Notwithstanding anything to the contrary herein, following a Change of Control of the Company, the Company or its successor, at its election, may elect to make any payment required to be made to the Employee pursuant to this Section 4 in cash rather than Shares.

Taxes. The Employee shall be required to pay to the Company or any Subsidiary or affiliate of the Company, and the Company or any Subsidiary or affiliate of the Company shall have the right and is hereby authorized to withhold, from any cash, Shares or other securities or other property deliverable under this Award or from any other compensation or other amounts owing to the Employee, the amount (in cash, Shares, other securities or other property) of any required withholding taxes in respect of the Award or any payment or transfer under the Award and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

Acknowledgement and Section 409A Compliance.

(a)

The Employee acknowledges that neither the Company nor any of the Company’s affiliates, officers, shareholders, employees, agents or representatives has provided or is providing the Employee with tax advice regarding the Stock Units subject to this Agreement or any other matter, and the Company has urged the Employee to consult with the Employee’s own tax advisor with respect to the tax consequences associated with the Stock Units subject to this Agreement.

(b)

It is intended that this Award of Stock Units comply with Section 409A of the Code, and this Award and the terms of this Agreement shall be interpreted and administered in a manner consistent with such intent, although in no event shall the Company have any liability to the Employee if this Award or the terms of this Agreement are determined not to comply with Section 409A of the Code. For purposes of this Agreement, termination of employment means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h).

(c)

Whenever payment under this Agreement specifies a payment period with reference to a number of days (e.g., payment may be made within thirty (30) days after the Acceleration Event), the actual date of payment within the specified period will be determined solely by the Company.

(d)

If the Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of the Employee’s “separation from service” within the meaning of Section 409A of the Code, then any payment otherwise required to be made to the Employee under this Agreement on account of the Employee’s separation from service, to the extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code) is properly treated as deferred compensation subject to Section 409A of the Code, shall not be made until the first business day after (i) the expiration of six (6) months from the date of the Employee’s separation from service, or (ii) if earlier, the date of the Employee’s death.

(e)

The Employee’s right to receive each installment of Stock Units shall be treated as separate payments for purposes of Section 409A of the Code.

Cause and Good Reason. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the following meanings:

(a)

“Cause” means: (i) the commission by the Employee (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony involving fraud or moral turpitude; (ii) the repeated failure of the Employee to follow the reasonable directives of the Employee’s superiors after having been given written notice thereof; or (iii) commission by the Employee of any act, which both (A) constitutes gross negligence or willful misconduct and (B) results in material economic harm to the Company or has a materially adverse effect on the Company’s operations, properties or business relationships.

(b)

“Good Reason” means the occurrence of one or more of the following conditions arising without the consent of the Employee: (i) a material diminution in the Employee’s annual base salary; (ii) a material diminution in the Employee’s duties and responsibilities; or (iii) a material change in the geographic location at which the Employee must perform the Employee’s duties. In order for a condition to constitute Good Reason, the Employee must provide written notification to the Company of the existence of the condition within forty-five (45) days of the initial existence of the condition (or within forty-five (45) days following the Employee actually becoming aware of such condition, if later), upon the notice of which the Company shall have a period of thirty (30) days during which it may remedy the condition. Furthermore, to constitute a Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition).

The parties agree that “Good Reason” will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change of Control.

Incorporation of Provisions of the Plan. All of the provisions of the Plan pursuant to which the Stock Units are granted are hereby incorporated by reference and made a part hereof as if specifically set forth herein, and to the extent of any conflict between this Agreement and the terms contained in the Plan, the Plan shall control. To the extent any capitalized terms are not otherwise defined herein, they shall have the meanings set forth in the Plan.

10.

Invalidity of Provisions. The invalidity or unenforceability of any provision of this Agreement as a result of a violation of any state or federal law, or of the rules or regulations of any governmental regulatory body, shall not affect the validity or enforceability of the remainder of this Agreement.

11.

Waiver and Modification. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by the parties hereto.

12.

Interpretation. All decisions or interpretations made by the Committee with regard to any question arising under the Plan or this Agreement as provided by Section 3 of the Plan, shall be binding and conclusive on the Company and the Employee.

13.

Multiple Counterparts. This Agreement may be signed in multiple counterparts, all of which together shall constitute an original agreement. The execution by one party of any counterpart shall be sufficient execution by that party, whether or not the same counterpart has been executed by any other party.

14.

Governing Law. The validity, construction, and effect of this Agreement, and any rules and regulations relating to this Agreement, shall be determined in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed, and the Employee has hereunto set the Employee’s hand, all as of the day and year first above written.

MYERS INDUSTRIES, INC.

By: __________________________________________

EMPLOYEE

_____________________________________________

[Employee Name]

EX-10.2 3 mye-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

PERFORMANCE STOCK UNIT AWARD AGREEMENT

(2025)

Its: President & Chief Executive Officer This Performance Stock Unit Award Agreement (the “Agreement”) is made as of [insert date], 2025 by and between Myers Industries, Inc., an Ohio corporation (the “Company”), and [insert name], an employee (the “Employee”) of the Company or one or more of its Subsidiaries.

WHEREAS, the Company has heretofore adopted the Myers Industries, Inc. 2024 Long-Term Incentive Plan, as amended from time to time (the “Plan”); and

WHEREAS, it is a requirement of the Plan that a Performance Stock Unit Award Agreement be executed to evidence the Performance Stock Units awarded to the Employee.

Grant of Performance Stock Units. The Company hereby grants to the Employee an Award of Performance Stock Units (such number to be determined as set forth in Section 4(b) based on a target award of [insert number] Performance Stock Units) on the terms and conditions set forth herein and in the Plan. Each Performance Stock Unit represents an unfunded, unsecured right of the Employee to receive the payment of one share of Stock (a “Share”) on the date that payment is made with respect to the Performance Stock Unit.

Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a)

“Adjusted Earnings Per Share” means the Company’s diluted earnings per share as set forth on the Company’s audited financial statements for the fiscal year with such adjustments as may be approved by the Committee in its sole discretion.

(b)

(c)

“Disability” means a physical or mental incapacity that prevents the Employee from performing the Employee’s duties for a total of one hundred eighty (180) days in any twenty four (24) month period.

(d)

Furthermore, to constitute Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition, if later). The parties agree that “Good Reason” will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change of Control.

(e)

“Performance Goals” mean the levels of cumulative Adjusted Earnings Per Share and Relative TSR established by the Committee for the Performance Period.

(f)

“Performance Period” means the three (3) calendar year period commencing on January 1 of the year of this Agreement and ending on December 31 of the third calendar year thereafter; provided, however, that the Performance Period for purposes of determining Relative TSR (“rTSR Performance Period”) means the three (3) calendar year period commencing on March 16, 2025 and ending on March 15, 2028.

(g)

“Relative TSR” or “rTSR” means the Total Shareholder Return (“TSR”) of the Company during the rTSR Performance Period compared to the TSR of all companies in the Industrials and Materials industry sectors of the S&P 600, as identified by their 2 digit GICS (“Comparator Group”) during the rTSR Performance Period, expressed as a percentile of the Company’s TSR relative to the Comparator Group’s TSR, respectively, for the rTSR Performance Period. TSR shall be calculated as follows:


	Ending Stock Price(1) – Beginning Stock Price(2) + Reinvested Dividends(3)
	Beginning Stock Price

(1) Average stock price over last twenty (20) trading days of rTSR Performance Period

(2) Average stock price over last twenty (20) trading days preceding the start of the rTSR Performance Period

(3) Dividends are assumed to be reinvested as of the ex-dividend date

(h)

“Retirement” means the Employee’s voluntary termination of employment after attaining age sixty (60) and completing at least five (5) years of service.

Rights and Restrictions with Respect to Performance Stock Units.

(a)

The Performance Stock Units granted pursuant to this Agreement represent an unfunded and unsecured obligation of the Company, and the Employee shall have no rights with respect to the Performance Stock Units other than those of a general creditor of the Company. Prior to the issuance of Shares as payment with respect to the Performance Stock Units, the Employee shall have no voting, dividend or other rights of ownership in or to the Shares underlying the Performance Stock Units and shall not be deemed the beneficial owner of such Shares.

(b)

Except as otherwise provided in this Agreement, none of the Performance Stock Units may be sold, exchanged, transferred, pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Employee to any party (other than the Company or a Subsidiary or affiliate thereof), or assigned or transferred by the Employee otherwise than by will or the laws of descent and distribution or to the Employee’s Beneficiary upon the death of the Employee.

Vesting of and Earning the Performance Stock Units.

(a)

The Performance Stock Units subject to this Agreement shall vest on March 16, 2028 (the “Vesting Date”) or, if earlier, upon any of the following “Acceleration Events”: (i) termination of the Employee’s employment with the Company and its Subsidiaries by reason of the Employee’s death or Disability, subject to the additional provisions of Section 5(b), (ii) termination of the Employee’s employment with the Company and its Subsidiaries by the Company without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) or by the Employee for Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment), subject to the additional provisions of Section 5(c), or (iii) Retirement, subject to the additional provisions of Section 5(d).

(b)

The number of Performance Stock Units earned by the Employee shall be determined based on the relative level of achievement of the Performance Goals during the Performance Period as set forth in Exhibit A or, upon an Acceleration Event, as described in Section 5 (such number of Performance Stock Units, the “Earned Performance Stock Units”). Performance between two stated levels will be interpolated when determining the percentage of the Earned Performance Stock Units. The determination of the Earned Performance Stock Units shall be made by the Committee in its sole discretion as soon as administratively possible after the Company’s audited financial statements are available for the final fiscal year of the Performance Period. Any Performance Stock Units or rights to Performance Stock Units that do not become Earned Performance Stock Units as of the Vesting Date or earlier upon an Acceleration Event shall be immediately and automatically forfeited to the Company without notice and without consideration.

(c)

In the event of the termination of the Employee’s employment by the Company for Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) or by the Employee without Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) prior to the earlier of the Vesting Date or an Acceleration Event, the Employee’s right to any Performance Stock Units subject to this Agreement shall be immediately and automatically forfeited to the Company without notice for no consideration. For the avoidance of doubt, a termination by the Employee without Good Reason will not include a termination by reason of the Employee’s death, Disability, Retirement, or a termination by the Employee for Good Reason.

Determination of Earned Performance Stock Units; Payment and Issuance of Shares.

(a)

General Provision. As soon as administratively practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 15 following the end of the last Performance Period (the “Payment Date”), the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as payment with respect to each such Earned Performance Stock Unit.

(b)

Death or Disability. If the Employee’s employment with the Company and its Subsidiaries is terminated prior to the last day of the Performance Period by reason of an Acceleration Event due to the Employee’s death or Disability, then (i) for purposes of determining the number of Earned Performance Stock Units as of such Acceleration Event, the achievement of the Performance Goals shall be deemed to be at the target level of 100%, (ii) the number of Earned Performance Stock Units that vest shall be pro-rated by multiplying the total number of Earned Performance Stock Units determined under Section 5(b)(i) by a fraction, the numerator of which is the number of whole months the Employee was employed from the date of this Agreement until the date of death or Disability and the denominator of which is 36, (iii) the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as soon as reasonably practicable following such Acceleration Event, but in no event later than thirty (30) days after the date of the Acceleration Event, and (iv) the Employee will not be entitled to any further payment pursuant to this Agreement.

(c)

Termination without Cause or for Good Reason. If an Acceleration Event occurs prior to the Vesting Date due to termination of the Employee’s employment with the Company and its Subsidiaries by the Company without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) or by the Employee for Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment), then (i) for purposes of determining the number of Earned Performance Stock Units as of such Acceleration Event, the achievement of the Performance Goals shall be deemed to be at the target level of 100%, (ii) the number of Earned Performance Stock Units that vest shall be pro-rated by multiplying the total number of Earned Performance Stock Units determined under Section 5(c)(i) by a fraction, the numerator of which is the number of whole months the Employee was employed from the date of this Agreement until the date of termination and the denominator of which is 36, (iii) the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as soon as reasonably practicable following such Acceleration Event, but in no event later than thirty (30) days after the date of the Acceleration Event, and (iv) the Employee will not be entitled to any further payment pursuant to this Agreement.

(d)

Termination due to Retirement. If an Acceleration Event occurs prior to the Vesting Date by reason of the Employee’s Retirement, then (i) the number of Earned Performance Stock Units shall be based on the number of Performance Stock Units that would have been Earned Performance Stock Units had the Acceleration Event not occurred until the last day of the Performance Period and taking into account actual performance for the Performance Period, (ii) the number of Earned Performance Stock Units that vest shall be pro-rated by multiplying the total number of Earned Performance Stock Units determined under Section 5(d)(i) by a fraction, the numerator of which is the number of whole months the Employee was employed from the date of this Agreement until the date of Retirement and the denominator of which is 36, (iii) the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as soon as reasonably practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 15 of the calendar year following the end of the last Performance Period, and (iv) the Employee will not be entitled to any further payment pursuant to this Agreement.

(e)

Dividends. If any dividends are declared on the Shares while the Performance Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on the Payment Date or the Acceleration Event, as the case may be, with respect to each Performance Stock Unit that became an Earned Performance Stock Unit on the Payment Date or the Acceleration Event, as applicable, in an amount equal to the aggregate amount of dividends that would have been payable to the Employee with respect to each such Earned Performance Stock Unit had such Earned Performance Stock Unit instead been an issued and outstanding Share on the record date of any such dividends (the “Dividend Equivalent Amount”). At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date or the Acceleration Event, as the case may be, equal to the Dividend Equivalent Amount.

In no event will dividends or any dividend equivalents be paid on unvested Performance Stock Units which are forfeited.

(f)

Manner of Delivery. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the Earned Performance Stock Units to be evidenced (i) by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”), (ii) by a certificate issued in the Employee’s name, or (iii) by delivery to the Employee’s individual share holdings account in the Company’s equity plan manager’s system (“Employee’s Account”).

(g)

Shareholder Status. Upon the earliest of (i) the date the Shares are evidenced in a book entry account maintained by the Transfer Agent, (ii) the date a certificate for the Shares are issued in the Employee’s name, or (iii) the date the Shares are delivered to the Employee’s Account, the Employee shall be a shareholder with respect to the Shares and shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive any dividends and other distributions paid with respect to the Shares.

(h)

Mandatory Holding Period. The Employee shall maintain beneficial ownership of all Shares delivered as payment with respect to Earned Performance Stock Units, less any Shares disposed of in order to satisfy tax withholding requirements, until the earlier to occur of the first anniversary of the Vesting Date of such Performance Stock Units or the Employee’s termination of employment for any reason. For purposes hereof, beneficial ownership shall be determined in accordance with Section 16 of the Exchange Act.

(i)

No Right to Employment. Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any such Subsidiary to terminate the Employee’s employment at any time for any reason whatsoever, with or without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment).

Acknowledgement and Section 409A Compliance.

(a)

The Employee acknowledges that neither the Company nor any of the Company’s affiliates, officers, shareholders, employees, agents or representatives has provided or is providing the Employee with tax advice regarding the Performance Stock Units subject to this Agreement or any other matter, and the Company has urged the Employee to consult with the Employee’s own tax advisor with respect to the tax consequences associated with the Performance Stock Units subject to this Agreement.

(b)

It is intended that this Award of Performance Stock Units comply with Section 409A of the Code, and this Award and the terms of this Agreement shall be interpreted and administered in a manner consistent with such intent, although in no event shall the Company have any liability to the Employee if this Award or the terms of this Agreement are determined not to comply with Section 409A of the Code. For purposes of this Agreement, termination of employment means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h).

(c)

(d)

Incorporation of Provisions of the Plan. All of the provisions of the Plan pursuant to which the Performance Stock Units are granted are hereby incorporated by reference and made a part hereof as if specifically set forth herein, and to the extent of any conflict between this Agreement and the terms contained in the Plan, the Plan shall control.

10.

11.

Waiver and Modification. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by the parties hereto.

12.

13.

14.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed, and the Employee has hereunto set the Employee’s hand, all as of the day and year first above written.


MYERS INDUSTRIES, INC.


By:
Its:	President & Chief Executive Officer


EMPLOYEE



[Employee Name]

Exhibit A

Myers Industries Performance Stock Unit Measures


	2025-2027 Performance Targets
	Threshold	Target	Maximum
Payout %	50.0%	100.0%	150.0%

Adjusted Earnings Per Share (3-year cumulative)

Adjusted Earnings Per Share (as % of Target)

rTSR Modifier


Myers rTSR Percentile Ranking	TSR Modifier (% of Target Units)
75th percentile or higher	125%
25th percentile to 74.99th percentile	100%
24.99th percentile or lower	75%

EX-31.1 4 mye-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

I, Aaron M. Schapper, certify that:

I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	May 1, 2025	/s/ Aaron M. Schapper
		Aaron M. Schapper, President and Chief Executive Officer

EX-31.2 5 mye-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

I, Grant E. Fitz, certify that:

I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	May 1, 2025	/s/ Grant E. Fitz
		Grant E. Fitz, Executive Vice President and Chief Financial Officer

EX-32.1 6 mye-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Aaron M. Schapper, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2025 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	May 1, 2025	/s/ Aaron M. Schapper
		Aaron M. Schapper, President and Chief Executive Officer

Exhibit 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Grant E. Fitz, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	May 1, 2025	/s/ Grant E. Fitz
		Grant E. Fitz, Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.