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)

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, 2026


☐	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 May 1, 2026 was 37,557,322 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	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	22

Part II — Other Information	23

Item 1. Legal Proceedings	23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 5. Other Information	23

Item 6. Exhibits	24

Signature	25

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,
	2026			2025
Net sales	$	164,580		$	161,667
Cost of sales		108,035			111,448
Gross profit		56,545			50,219
Selling, general and administrative expenses		27,995			29,285
Depreciation and amortization		3,698			3,752
(Gain) loss on disposal of fixed assets		—			(19	)
Operating income		24,852			17,201
Interest expense, net		6,692			7,386
Income from continuing operations before income taxes		18,160			9,815
Income tax expense (benefit)		4,361			2,627
Income from continuing operations		13,799			7,188
Income (loss) from discontinued operations, net of income tax		(15,627	)		(383	)
Net income (loss)	$	(1,828	)	$	6,805
Income per common share from continuing operations:
Basic	$	0.37		$	0.19
Diluted	$	0.37		$	0.19
Income (loss) per common share from discontinued operations:
Basic	$	(0.42	)	$	(0.01	)
Diluted	$	(0.42	)	$	(0.01	)
Net income (loss) per common share:
Basic	$	(0.05	)	$	0.18
Diluted	$	(0.05	)	$	0.18

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,
	2026			2025
Net income (loss)	$	(1,828	)	$	6,805
Other comprehensive income (loss):
Foreign currency translation adjustment		(540	)		(8	)
Unrealized gain (loss) on interest rate swap contracts (1)		825			(1,450	)
Realized (gain) loss on interest rate swap contracts reclassified to interest expense		377			85
Total other comprehensive income (loss)		662			(1,373	)
Comprehensive income	$	(1,166	)	$	5,432

(1) Amounts shown net of tax expense (benefit) of $412 and $(480) for the quarters ended March 31, 2026 and 2025, respectively.

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,
	2026			2025
Assets
Current Assets
Cash	$	44,592		$	40,514
Trade accounts receivable, less allowances of $1,328 and $1,060, respectively		106,968			95,435
Other accounts receivable, net		9,153			12,195
Income tax receivable		114			3,783
Inventories, net		65,346			67,559
Prepaid expenses and other current assets		5,031			6,033
Assets held for sale - current		68,828			55,940
Total Current Assets		300,032			281,459
Property, plant, and equipment, net		124,264			127,943
Right of use asset - operating leases		20,971			22,199
Goodwill		241,117			241,284
Intangible assets, net		142,794			146,059
Other		7,556			8,230
Assets held for sale		—			25,402
Total Assets	$	836,734		$	852,576

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	64,464		$	51,270
Accrued employee compensation		13,256			16,645
Accrued taxes payable, other than income taxes		2,195			1,975
Accrued interest		245			208
Other current liabilities		29,014			30,894
Operating lease liability - short-term		6,077			5,974
Finance lease liability - short-term		654			645
Long-term debt - current portion		39,447			34,601
Liabilities held for sale - current		26,905			26,801
Total Current Liabilities		182,257			169,013
Long-term debt		291,910			311,210
Operating lease liability - long-term		14,870			16,130
Finance lease liability - long-term		7,180			7,349
Other liabilities		13,500			14,916
Deferred income taxes		38,139			37,727
Liabilities held for sale		—			2,005
Total Liabilities		547,856			558,350

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 37,465,550 and 37,381,741; net of treasury shares of 5,086,907 and 5,170,716, respectively)		23,112			23,041
Additional paid-in capital		327,116			326,213
Accumulated other comprehensive loss		(20,466	)		(21,128	)
Retained deficit		(40,884	)		(33,900	)
Total Shareholders’ Equity		288,878			294,226
Total Liabilities and Shareholders’ Equity	$	836,734		$	852,576

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, 2026
	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2026	$	23,041		$	326,213		$	(21,128	)	$	(33,900	)	$	294,226
Net income (loss)		—			—			—			(1,828	)		(1,828	)
Foreign currency translation adjustment		—			—			(540	)		—			(540	)
Interest rate swap, net of tax of $412		—			—			1,202			—			1,202
Shares issued under incentive plans, net of shares withheld for tax		71			(455	)		—			—			(384	)
Stock compensation expense		—			1,358			—			—			1,358
Declared dividends - $0.135 per share		—			—			—			(5,156	)		(5,156	)
Balance at March 31, 2026	$	23,112		$	327,116		$	(20,466	)	$	(40,884	)	$	288,878

	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 (loss)		—			—			—			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

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,
	2026			2025
Cash Flows From Operating Activities
Net income (loss)	$	(1,828	)	$	6,805
Income (loss) from discontinued operations, net of income taxes		(15,627	)		(383	)
Income from continuing operations		13,799			7,188
Adjustments to reconcile income from continuing operations to net cash provided by (used for) operating activities
Depreciation and amortization		9,165			9,190
Amortization of deferred financing costs		664			540
Non-cash stock-based compensation expense		1,238			977
(Gain) loss on disposal of fixed assets		—			(19	)
Other		(2,507	)		564
Cash flows provided by (used for) working capital
Accounts receivable - trade and other, net		(8,559	)		(20,734	)
Inventories		2,072			(6,554	)
Prepaid expenses and other current assets		987			433
Accounts payable and accrued expenses		9,861			18,691
Net cash provided by (used for) operating activities - continuing operations		26,720			10,276
Net cash provided by (used for) operating activities - discontinued operations, net		(516	)		(145	)
Net cash provided by (used for) operating activities		26,204			10,131
Cash Flows From Investing Activities
Capital expenditures		(2,774	)		(8,048	)
Proceeds from sale of property, plant and equipment		415			76
Net cash provided by (used for) investing activities - continuing operations		(2,359	)		(7,972	)
Net cash provided by (used for) investing activities - discontinued operations, net		(213	)		(35	)
Net cash provided by (used for) investing activities		(2,572	)		(8,007	)
Cash Flows From Financing Activities
Net borrowings (repayments) on revolving credit facility		—			13,000
Repayments of Term Loan A		(15,000	)		(5,000	)
Payments on finance lease		(160	)		(154	)
Cash dividends paid		(5,147	)		(5,317	)
Proceeds from issuance of common stock		292			295
Shares withheld for employee taxes on equity awards		(676	)		(828	)
Repurchase of common stock		—			(1,008	)
Net cash provided by (used for) financing activities - continuing operations		(20,691	)		988
Net cash provided by (used for) financing activities - discontinued operations, net		—			—
Net cash provided by (used for) financing activities		(20,691	)		988
Foreign exchange rate effect on cash		408			(32	)
Net increase (decrease) in cash - continuing operations		4,078			3,260
Cash at January 1 (1)		40,514			28,626
Cash at March 31 (1)	$	44,592		$	31,886

(1) Amounts exclude beginning cash from discontinued operations of $4.5 million and $3.6 million as of January 1, 2026 and 2025, respectively and ending cash from discontinued operations of $3.8 million and $3.4 million as of March 31, 2026 and 2025, respectively, as described in Note 3.

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, 2025.

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, 2026, and the results of operations and cash flows for the periods presented. The results of operations for the quarter ended March 31, 2026 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2026.

Segment Realignment and Discontinued Operations

During the first quarter of 2026, and in conjunction with the announced sale of Myers Tire Supply, the Company transitioned to a new internal organizational and reporting structure, consistent with the manner in which the Company’s Chief Operating Decision Maker ("CODM") evaluates performance and makes resource allocation decisions, supporting a single reportable segment. The Company's CODM is the Chief Executive Officer. The reportable segment does not include operating segments that have been aggregated. The reportable segment contains individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. This change in structure has resulted in a more agile organization and solidified achievement of recent productivity improvements and cost efficiency initiatives. In conjunction with the change the Company has begun reporting on this new single-segment structure effective March 31, 2026.

Historical information also reflects discontinued operations presentation for the Myers Tire Supply business, which met the held for sale criteria as described in Note 3. Accordingly, the accompanying Financial Statements and Supplementary Data have been retrospectively revised to reflect the classification of the Myers Tire Supply business as assets and liabilities held-for-sale and their operating results, net of tax, as discontinued operations.

Change in Accounting Principle

As of January 1, 2026, the Company changed its method of accounting for the classification of shipping and handling costs. Under the new method of accounting, the Company includes shipping and handling costs in Cost of sales, whereas previously, these costs were included in operating costs and expenses within Selling, general and administrative for internal costs and Freight out for external costs.

The Company believes that including these expenses in Cost of sales is preferable, as it better aligns these costs with the related revenue in the gross profit calculation and is consistent with the practices of other industry peers. This change in accounting principle has been applied retrospectively, and the Condensed Consolidated Statements of Operations (Unaudited) reflect the effect of this accounting principle change for all periods presented. This reclassification had no impact on operating income, net income or earnings per common share. The Condensed Consolidated Statements of Financial Position (Unaudited), Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), Condensed Consolidated Statements of Shareholders' Equity (Unaudited), and Condensed Consolidated Statements of Cash Flows (Unaudited) were not impacted by this accounting principle change.

The Condensed Consolidated Statements of Operations (Unaudited) were impacted as follows:


	For the Quarter Ended									For the Year Ended
Impact of change - Increase / (Decrease)	March 31, 2025			June 30, 2025			September 30, 2025			December 31, 2025			December 31, 2024
Cost of sales	$	5,649		$	5,533		$	5,127		$	21,658		$	23,327
Gross profit		(5,649	)		(5,533	)		(5,127	)		(21,658	)		(23,327	)
Selling, general and administrative		(2,837	)		(2,740	)		(2,615	)		(10,612	)		(11,324	)
Freight out		(2,812	)		(2,793	)		(2,512	)		(11,046	)		(12,003	)

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The Condensed Consolidated Statements of Operations (Unaudited) for the quarter ended March 31, 2026 has been adjusted to reflect this change in accounting policy. The impact of the adjustment for the quarter ended March 31, 2026 was an increase of $5.3 million to Cost of sales and a corresponding decrease of $2.5 million and $2.8 million to Selling, general and administrative and Freight out, respectively, in the Condensed Consolidated Statements of Operations (Unaudited).

Accounting Standards Not Yet Adopted

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. 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.

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, 2026, the remaining notional value of the Company's interest rate swap totaled $180.0 million and the net fair value of the Company's interest rate swap contract was estimated to be an unrealized loss of $4.0 million, which is included in the Condensed Consolidated Statements of Financial Position (Unaudited) within Other current liabilities and Other liabilities (long-term) at $1.5 million and $2.6 million, respectively.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

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 was $1.6 million and $(1.9) million for the quarters ended March 31, 2026 and 2025, respectively. As of March 31, 2026, $1.5 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, 2026	$	(16,918	)	$	(4,210	)	$	—	$	(21,128	)
Other comprehensive income (loss) before reclassifications		(540	)		825			—		285
Reclassification to (earnings) loss		—			377			—		377
Net current-period other comprehensive income (loss)		(540	)		1,202			—		662
Balance at March 31, 2026	$	(17,458	)	$	(3,008	)	$	—	$	(20,466	)

(1) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $0.4 million for the quarter ended March 31, 2026.


	Foreign Currency			Interest Rate Swap (2)			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	)

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

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, 2026 and 2025 were as follows:


	2026			2025
Balance at January 1	$	642		$	769
Provision for expected credit loss, net of recoveries		251			25
Write-offs and other		(177	)		(242	)
Balance at March 31	$	716		$	552

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

2. Revenue Recognition

The Company’s revenue by major market is as follows:


	For the Quarter Ended March 31,
	2026		2025
Industrial	$	61,268	$	62,917
Infrastructure		37,600		29,763
Vehicle		23,337		27,034
Consumer		23,747		20,823
Food and beverage		18,628		21,130
Total net sales	$	164,580	$	161,667

Total sales from foreign business units were approximately $11.9 million and $9.4 million for the quarters ended March 31, 2026 and 2025, respectively.

Revenue is recognized when obligations under the terms of a contract with customers are satisfied which generally occurs with the transfer of control of the Company's 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
	2026			2025			Classification
Returns, discounts and other allowances	$	(612	)	$	(418	)	Trade accounts receivable
Right of return asset	$	127		$	136		Inventories, net
Customer deposits	$	(2,490	)	$	(2,514	)	Other current liabilities
Accrued rebates	$	(2,767	)	$	(2,420	)	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. Third party costs for shipments to customers are classified as Cost of sales. The Company incurred costs for shipments to customers of $2.8 million for both the quarters ended March 31, 2026 and 2025.

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.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

3. Discontinued Operations

In mid-2025, the Company announced it was performing a strategic review of its Myers Tire Supply business. During the first quarter of 2026, the Myers Tire Supply business qualified as discontinued operations based on formal approvals by the Company's Board of Directors related to the divestiture process that resulted from the strategic review. The divestiture of Myers Tire Supply enables the Company to continue its progress on improving profitability of its overall portfolio, while also streamlining and focusing its resources on core manufacturing businesses that align with the Company's overall mission of Products that Protect™. The divestiture of the Myers Tire Supply business is expected to be completed in 2026 and represents a strategic shift to exit the distribution industry and automotive aftermarket, which will have a major effect on the Company's operations and financial results. The Myers Tire Supply business includes its domestic and Central American businesses, each of which serve their respective markets with the distribution of equipment, tools and supplies used for the tire servicing and automotive industry.

As of March 31, 2026, the entire Myers Tire Supply business, formerly part of the Company's Distribution segment, has been accounted for as held for sale and as discontinued operations. Accordingly, the Company has classified these assets and liabilities as held for sale in the accompanying Condensed Consolidated Statements of Financial Position (Unaudited) and the Myers Tire Supply operating results, net of tax, as discontinued operations in the accompanying Condensed Consolidated Statements of Operations (Unaudited) for all periods presented.

In the first quarter of 2026, in conjunction with bids received during this divestiture process (Level 3 inputs), impairment charges of $19.5 million ($14.8 million, net of tax) were recorded based on expected recoverability of Myers Tire Supply net assets across its markets, including a $14.7 million impairment charge to fully impair goodwill. These impairment charges are included in Income (loss) from discontinued operations, net of income tax in the Condensed Consolidated Statements of Operations (Unaudited).

The following table summarizes the operating results of the Myers Tire Supply business included in discontinued operations on the Condensed Consolidated Statements of Operations (Unaudited):


	For the Quarter Ended March 31,
	2026			2025
Net sales	$	42,772		$	45,083

Cost of sales		29,738			31,873
Selling, general and administrative expenses		13,583			12,633
Depreciation and amortization		509			706
(Gain) loss on disposal of fixed assets		—			422
Impairment charges		19,530			—
Operating income (loss)		(20,588	)		(551	)

Income (loss) from discontinued operations before income tax		(20,588	)		(551	)
Income tax expense (benefit)		(4,961	)		(168	)
Income (loss) from discontinued operations, net of income tax	$	(15,627	)	$	(383	)

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The following table provides the major classes of assets and liabilities of the Myers Tire Supply business included in assets held for sale and liabilities held for sale in the Condensed Consolidated Statements of Financial Position (Unaudited):


	March 31, 2026			December 31, 2025
Cash	$	3,807		$	4,536
Accounts receivable, net		33,056			31,848
Inventories, net		21,011			18,505
Prepaid expenses and other current assets		874			1,051
Property, plant and equipment, net		1,155			1,162
Goodwill		—			14,730
Intangible assets, net		5,102			5,392
Deferred income taxes		6,137			1,433
Other		2,486			2,685
		73,628			81,342
Less: Loss recognized on classification as held for sale		(4,800	)		—
Total assets held for sale	$	68,828		$	81,342

Accounts payable	$	16,263		$	19,902
Accrued expenses and other current liabilities		8,771			6,899
Other liabilities		1,871			2,005
Total liabilities held for sale	$	26,905		$	28,806

Assets held for sale:
Current	$	68,828		$	55,940
Non-current		—			25,402

Liabilities held for sale:
Current	$	26,905		$	26,801
Non-current		—			2,005

As of March 31, 2026, the Myers Tire Supply business met the held for sale criteria, and the sale is expected to be completed in 2026. As a result, all assets and liabilities during the period are reported as current.

4. Restructuring

On March 6, 2025, the Company announced the launch of 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 $0.6 million at December 31, 2025.

On July 31, 2025, the Company announced as part of its Focused Transformation initiatives, a plan to idle two of its rotational molding production facilities and to consolidate that production into other facilities. In conjunction with this initiative the Company incurred $0.7 million of restructuring charges during the quarter ended March 31, 2026, which was recorded within both Cost of sales and Selling, general and administrative. Accrued and unpaid restructuring expenses were not significant at March 31, 2026 or December 31, 2025 and the Company expects to incur up to $10.3 million in restructuring costs to complete the initiative, including costs related to machine moves, asset impairments and costs related to the long-term facility leases.

Charges from other restructuring initiatives to reduce and streamline overhead costs for 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 $0.2 million at December 31, 2025.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

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 10 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, 2026 or 2025.

Inventories consisted of the following:


	March 31,		December 31,
	2026		2025
Finished and in-process products	$	32,288	$	32,785
Raw materials and supplies		33,058		34,774
	$	65,346	$	67,559

6. Other Liabilities

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


	March 31,		December 31,
	2026		2025
Customer deposits and accrued rebates	$	5,257	$	4,934
Dividends payable		5,492		5,483
Accrued litigation, claims and professional fees		196		2,133
Current portion of environmental reserves		9,305		9,105
Hedge contract liability		1,458		1,960
Other accrued expenses		7,306		7,279
	$	29,014	$	30,894

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


	March 31,		December 31,
	2026		2025
Environmental reserves	$	7,150	$	7,415
Supplemental executive retirement plan liability		93		105
Hedge contract liability		2,579		3,691
Other long-term liabilities		3,678		3,705
	$	13,500	$	14,916

7. Goodwill and Intangible Assets

In the first quarter of 2026, in conjunction with the announced sale of Myers Tire Supply, the Company realigned its organizational structure into a single-segment, as more fully described in Note 1. As a result of this change the Company reallocated goodwill within its Distribution reporting unit using a relative fair value approach for which it determined the remaining goodwill of the Distribution reporting unit pertained to businesses classified as held for sale, as more fully described in Note 3, and no additional goodwill was reallocated to the remaining reporting units within continuing operations.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The change in goodwill for the quarter ended March 31, 2026 was as follows:


January 1, 2026	$	241,284
Foreign currency translation		(167	)
March 31, 2026	$	241,117

Intangible amortization expense was $3.3 million for both the quarters ended March 31, 2026 and 2025. 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, 2026 and December 31, 2025.

8. Stockholders' Equity

Net Income (loss) Per Common Share

Net income (loss) 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,
	2026		2025
Weighted average common shares outstanding basic		37,409,060		37,298,967
Dilutive effect of stock options and restricted stock		298,444		115,043
Weighted average common shares outstanding diluted		37,707,504		37,414,010

The dilutive effect of stock options and restricted stock was computed using the treasury stock method. The Company also applied the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

Options to purchase 2,095 and 12,164 shares of common stock that were outstanding for the quarter ended March 31, 2026 and 2025, 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.

9. Stock Compensation

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 $1.2 million and $1.0 million for the quarters ended March 31, 2026 and 2025, 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, 2026 was approximately $8.7 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.

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.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

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 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 $28.6 million of cumulative charges, made cumulative payments of $18.5 million and received insurance recoveries of $9.2 million through March 31, 2026. For the quarters ended March 31, 2026 and March 31, 2025, the following undiscounted activity was recorded in connection with the New Idria Mercury Mine:


	For the Quarter Ended March 31,
	2026			2025
Beginning reserve balance	$	12,504		$	12,425
Changes in estimated environmental liability		1,000			—
Payments made		(1,424	)		(706	)
Ending reserve balance (1)	$	12,080		$	11,719

Beginning receivable balance	$	8,332		$	8,404
Changes in estimated insurance recovery		600			—
Insurance recovery reimbursements		(693	)		(917	)
Ending receivable balance (2)	$	8,239		$	7,487

(1) As of March 31, 2026, Buckhorn has a total ending reserve balance of $12.1 million related to the New Idria Mine, of which $9.0 million is classified in Other current liabilities and $3.1 million in Other liabilities (long-term).

(2) As of March 31, 2026, Buckhorn has a total receivable balance related to the probable insurance recovery of $8.2 million, of which $5.5 million is classified in Other accounts receivable and $2.7 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, 2026 or 2025. As of March 31, 2026, 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 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 was served the Complaint on June 6, 2025, and filed its Answer on June 16, 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 July 9, 2024, Spartan Composites, LLC (“Spartan”) d\b\a FODS (“FODS”) and Spartan Mats, LLC (“Spartan Mat”) (collectively, “Plaintiffs”) filed suit against Signature Systems Group, LLC, a wholly-owned subsidiary of the Company (“Signature”) in the United States District Court for the Eastern District of Texas, asserting certain claims relating to Signature’s manufacture and sale of its DiamondTrack mat, including misappropriation of FODS’ trade secrets under federal and state law, breach of a prior settlement agreement between Signature, FODS and Spartan Mat, and tortious interference with FODS’ prospective business relationships. Signature was acquired by the Company on February 8, 2024, and in connection with the acquisition, the Company obtained insurance policies providing coverage against the inaccuracy or breach of certain of the sellers’ representations and warranties set forth in the acquisition agreement (“RWI Policies”). On November 20, 2025, a jury found in favor of Plaintiffs on several counts of their complaint, including misappropriation of trade secrets and breach of contract, and awarded damages of up to $15 million, plus pre- and post-judgment interest and potential attorney fees. The Company believes the jury’s verdict contains errors that the Company intends to vigorously challenge through post-trial motions and, if necessary, through the appellate process. On January 5, 2026, the court granted Plaintiffs’ post-trial motion for a preliminary injunction preventing Signature from marketing, selling, renting, leasing, or manufacturing its DiamondTrack mat pending final ruling(s). Sales of this mat represented less than 1% of the Company’s 2025 consolidated net sales. On April 30, 2026, the court issued rulings on Plaintiffs’ post-trial motions that reduced Plaintiffs' damages to up to $7 million, plus pre- and post-trial interest and potential attorney fees. The court also ruled that Signature misappropriated, and is permanently enjoined from using, FODS’ prior customer list and FODS’ prior marketing/sales/pricing strategy (the “FODS Trade Secrets”). The court dissolved the preliminary injunction issued on January 5, 2026 relating to Signature’s manufacture and sale of its DiamondTrack mat. Signature expects to file post-trial motions based on Signature’s belief that Plaintiffs failed to prove their claims at trial. After the court rules on Signature’s Post-Trial Motions, both parties may appeal any unfavorable rulings. The Company has not accrued for potential losses in this matter as the Company cannot reasonably estimate any probable loss or range of loss until after the court rules on Signature’s Post-Trial Motions and a final, appealable order is issued. The Company believes that the RWI Policies will cover a substantial portion of ongoing defense costs and any final judgments rendered in the matter.

11. Long-Term Debt and Loan Agreements

Long-term debt consisted of the following:


	March 31,		December 31,
	2026		2025
Amended Loan Agreement - Revolving Credit Facility	$	—	$	—
Amended Loan Agreement - Term Loan A		336,000		351,000
		336,000		351,000
Less unamortized deferred financing costs		4,643		5,189
		331,357		345,811
Less current portion long-term debt		39,447		34,601
Long-term debt	$	291,910	$	311,210

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.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Amendment No. 1 did not change the existing revolving credit facility’s September 29, 2027 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 $0.7 million and $0.8 million as of March 31, 2026 and December 31, 2025, respectively and remaining unamortized deferred financing costs under the Term Loan A totaled $4.6 million and $5.2 million as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the Company had $244.7 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).

The weighted average interest rate on borrowings under the Company’s long-term debt was 7.62% and 7.59% for the quarters ended March 31, 2026 and 2025, 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, 2026, 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, 2026, the remaining notional value of the Company's interest rate swap totaled $180.0 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 24.0% for the quarter ended March 31, 2026, respectively compared to 26.8% for the quarter ended March 31, 2025. 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, 2026, 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 2021 through 2024. In addition, the Company is subject to non-U.S. income tax examinations for tax years of 2021 through 2024.

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 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; our ability to successfully execute our announced intended divestiture of the Myers Tire Supply business; 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, 2025.

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

During the first quarter of 2026, in conjunction with the announced sale of Myers Tire Supply, as described in Note 3, the Company transitioned to a new internal organizational and reporting structure. This change in structure has resulted in a more agile organization and solidified achievement of recent productivity improvements and cost efficiency initiatives. In conjunction with the change the Company has begun reporting on a new single-segment structure effective March 31, 2026, as described in Note 1.

The Company designs, manufactures, and markets a variety of plastic, metal and rubber products, including a broad selection of durable plastic reusable products that are manufactured for repeated use 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 Company'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, tire repair and retreading products, consumer fuel containers and tanks for water, fuel and waste handling. Products are primarily injection molded, rotationally molded, compression molded or blow molded. Injection, compression and blow molding primarily use electric power to heat and press resin into molds to form the products. Rotational molding involves multi-axis rotation of molds in natural gas fired ovens to form the resin into our products. The Company also manufactures and sells certain traffic markings, including reflective highway marking tape. The Company conducts its primary operations in the United States, Canada and Europe and serves a wide variety of markets, including industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, 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 Company’s results of operations for the quarter ended March 31, 2026 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.

As described in Note 3, the Myers Tire Supply business is classified as discontinued operations and all historical information has been adjusted to reflect the discontinued operations presentation.

Results of Operations:

Comparison of the Quarter Ended March 31, 2026 to the Quarter Ended March 31, 2025

The following discussion is of our consolidated results of operations. As described in Note 1, effective January 1, 2026, the Company changed its method of accounting for the classification of shipping and handling costs. Under the new method of accounting, the Company includes shipping and handling costs in Cost of sales, whereas previously, these costs were included in operating costs and expenses within Selling, general and administrative for internal costs and Freight out for external costs. This change has been applied retrospectively to all periods presented in the table below.


	Quarter Ended March 31,
(dollars in thousands)	2026		2025			Change			% Change
Net sales	$	164,580	$	161,667		$	2,913			1.8	%
Cost of sales		108,035		111,448			(3,413	)		(3.1	)%
Gross profit		56,545		50,219			6,326			12.6	%
Selling, general and administrative expenses		27,995		29,285			(1,290	)		(4.4	)%
Depreciation and amortization		3,698		3,752			(54	)		(1.4	)%
(Gain) loss on disposal of fixed assets		—		(19	)		19			(100.0	)%
Operating income	$	24,852	$	17,201		$	7,651			44.5	%

Net sales for the quarter ended March 31, 2026 were $164.6 million, an increase of $2.9 million or 1.8% compared to the quarter ended March 31, 2025. Net sales increased due to higher volume of $3.9 million and the effect of favorable currency translation of $0.5 million, partially offset by lower pricing of $1.5 million.

Gross profit increased $6.3 million, or 12.6%, for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025, due to higher volume, favorable mix, lower material costs and favorable cost productivity, partially offset by lower pricing as described under Net Sales above. Gross margin was 34.4% for the quarter ended March 31, 2026 compared with 31.1% for the quarter ended March 31, 2025.

Selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2026 were $28.0 million, a decrease of $1.3 million or 4.4% compared to the same period in the prior year. Decreases in SG&A expenses for the quarter ended March 31, 2026 were primarily due to $0.9 million of lower salaries and benefits, $0.6 million of lower legal and professional fees, $0.1 million of lower incentive compensation and $1.1 million of lower restructuring costs as described in Note 4, partially offset by $1.0 million of higher variable selling expenses. Environmental matters, as described in Note 10 resulted in a net $0.4 million of charges for the quarter ended March 31, 2026.

Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.1 million to $3.7 million for the quarter ended March 31, 2026 as compared to $3.8 million for the quarter ended March 31, 2025. The decrease was primarily related to asset disposals in the prior year.

(Gain) loss on disposal of fixed assets was not significant during both the quarter ended March 31, 2026 and March 31, 2025.

Net Interest Expense:


	Quarter Ended March 31,
(dollars in thousands)	2026			2025			Change			% Change
Net interest expense	$	6,692		$	7,386		$	(694	)		(9.4	)%
Average outstanding borrowings, net	$	360,556		$	404,971		$	(44,415	)		(11.0	)%
Weighted-average borrowing rate		7.62	%		7.59	%

Net interest expense for the quarter ended March 31, 2026 was $6.7 million, a decrease of $0.7 million, or 9.4%, compared with $7.4 million for the quarter ended March 31, 2025. The lower net interest expense was due to lower average outstanding borrowings, partially offset by a higher weighted-average borrowing rate for the quarter ended March 31, 2026.

Income Taxes:


	Quarter Ended March 31,
(dollars in thousands)	2026			2025
Income from continuing operations before income taxes	$	18,160		$	9,815
Income tax expense	$	4,361		$	2,627
Effective tax rate		24.0	%		26.8	%

The Company’s effective tax rate was 24.0% and 26.8% for the quarter ended March 31, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.

Discontinued Operations:

Loss from discontinued operations, net of income taxes was $15.6 million and $0.4 million for the quarter ended March 31, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to impairment charges of $19.5 million ($14.8 million, net of tax) recognized on the classification of assets held for sale, as more fully described in Note 3 and $1.7 million of costs related to the sales process.

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, 2026, the Company had $44.6 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $339.2 million, including the finance lease liability of $7.8 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 from continuing operations, including intercompany cash flows, was $26.7 million for the quarter ended March 31, 2026, compared to $10.3 million in the same period in 2025. The increase was primarily due to higher net income from continuing operations in the current period and changes in working capital. In the first quarter of 2026, accounts receivable was a use of $8.6 million, which was more than offset by $9.9 million and $2.1 million provided by accounts payable and inventory, respectively. This compares to the first quarter of 2025, where accounts receivable and inventory were uses of $20.7 million and $6.6 million, respectively, partially offset by $18.7 million provided by accounts payable. The company views changes in working capital to be related to volume and timing. In total, cash generated from working capital was $4.4 million for the quarter ended March 31, 2026, compared to cash used for working capital of $8.2 million in the prior year to date period.

Investing Activities

Net cash used for investing activities from continuing operations was $2.4 million for the quarter ended March 31, 2026 compared to cash used of $8.0 million for the same period in 2025. Capital expenditures were $2.8 million and $8.0 million for the quarter ended March 31, 2026 and 2025, respectively. Full year 2026 capital expenditures are expected to be approximately 3.5% of revenue.

Financing Activities

Cash used by financing activities from continuing operations was $20.7 million for the quarter ended March 31, 2026 compared to cash provided by financing activities from continuing operations of $1.0 million for the same period in 2025. Net borrowings (repayments) of the Company's revolving credit facility were $0.0 million and $13.0 million for the quarter ended March 31, 2026 and 2025, respectively. The Company also made repayments of the Term Loan A totaling $15.0 million and $5.0 million for the quarter ended March 31, 2026 and 2025, respectively. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $0.3 million for both the quarter ended March 31, 2026 and 2025. Cash paid for tax withholdings on vesting of stock compensation totaled $0.7 million and $0.8 million for the quarter ended March 31, 2026 and 2025, respectively. The Company also used $1.0 million for the repurchase of its common stock, for the quarter ended March 31, 2025. The Company also used cash to pay dividends of $5.1 million and $5.3 million for the quarter ended March 31, 2026 and 2025, respectively.

Credit Sources

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, 2026, $244.7 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, 2026, 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, 2026 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, 2026.

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, 2026, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $1.6 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, 2026, 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 $4.2 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 Europe with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and Europe to customers in the United States. The Company manages its exposure to foreign currency risk by promptly converting funds to U.S. dollars. At March 31, 2026, 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, 2026. 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, 2026.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2026, 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, 2025. 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, 2026:

      
     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 dollar value of Shares that may yet be Purchased Under the Plans or Programs

1/1/2026 to 1/31/2026

—

—

—

—

2/1/2026 to 2/28/2026

—

—

—

—

3/1/2026 to 3/31/2026

—

—

—

—

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2026, 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 2026 Restricted Stock Unit Award Agreement for Executive Officers under the Myers Industries, Inc. 2024 Long-Term Incentive Plan.* (filed herewith)
10.2*	Form of 2026 Performance Stock Unit Award Agreement for Executive Officers under the Myers Industries, Inc. 2024 Long-Term Incentive Plan.* (filed herewith)
18.1	Preferability Letter of Ernst and Young LLP, dated May 7, 2026 (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 Samantha Rutty, 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 Samantha Rutty, 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, 2026, 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 7, 2026	/s/ Samantha Rutty
	Samantha Rutty
	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

(2026)

This Restricted Stock Unit Award Agreement (the “Agreement”) is made as of [insert date], 2026 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

(2026)

Its: President & Chief Executive Officer This Performance Stock Unit Award Agreement (the “Agreement”) is made as of [insert date], 2026 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:

“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.

“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.

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.

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

“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, 2026 and ending on March 15, 2029.

“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

(a)

“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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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”).

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.

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.

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.

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.

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).

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


	2026-2028 Performance Targets
	Threshold	Target	Maximum
Payout %	50.0%	100.0%	200.0%

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-18.1 4 mye-ex18_1.htm EX-18.1 EX-18.1

EXHIBIT 18.1

May 7, 2026

The Board of Directors of Myers Industries, Inc and Subsidiaries

1293 South Main St.

Akron, OH 44301

Ladies and Gentlemen:

Note 1 of Notes to the Unaudited Condensed Consolidated Financial Statements of Myers Industries Inc. and Subsidiaries included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 describes a change in the method of accounting for shipping and handling costs from being included within Selling, general and administrative expenses for internal costs and Freight out for external costs to being included within Cost of sales. There are no authoritative criteria for determining a ‘preferable’ classification method of these costs based on the particular circumstances; however, we conclude that such change in the method of accounting is to an acceptable alternative method which, based on your business judgment to make this change and for the stated reasons, is preferable in your circumstances. We have not conducted an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) of any financial statements of the Company as of any date or for any period subsequent to December 31, 2025, and therefore we do not express any opinion on any financial statements of Myers Industries, Inc. and Subsidiaries subsequent to that date.

Very truly yours,

/s/ Ernst & Young LLP I, Aaron M. Schapper, certify that:

Akron, Ohio

EX-31.1 5 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 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 7, 2026	/s/ Aaron M. Schapper
		Aaron M. Schapper, President and Chief Executive Officer

EX-31.2 6 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, Samantha Rutty, 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 7, 2026	/s/ Samantha Rutty
		Samantha Rutty, Executive Vice President and Chief Financial Officer

EX-32.1 7 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, 2026, 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, 2026 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 7, 2026	/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, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Samantha Rutty, 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 7, 2026	/s/ Samantha Rutty
		Samantha Rutty, 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.