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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 June 30, 2026

or

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 1-5667

 

Cabot Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

04-2271897

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

Two Seaport Lane, Suite 1400

Boston, Massachusetts

02210-2019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 345-0100

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value per share

CBT

The 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, 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 Company had 51,631,007 shares of common stock, $1.00 par value per share, outstanding as of July 31, 2026.

 

 


 

INDEX

 

Part I.

Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

Consolidated Statements of Operations

3

 

Consolidated Statements of Comprehensive Income (Loss)

4

 

Consolidated Balance Sheets

5

 

Consolidated Statements of Cash Flows

7

 

 

Consolidated Statements of Changes in Stockholders’ Equity

8

 

Notes to the Consolidated Financial Statements

10

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

 

Item 4.

Controls and Procedures

31

 

 

 

Part II.

Other Information

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31

 

Item 5.

Other Information

31

Item 6.

Exhibits

32

 

2


 

Part I. Financial Information

Item 1. Financial Statements

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions, except per share amounts)

 

Net sales and other operating revenues

 

$

982

 

 

$

923

 

 

$

2,735

 

 

$

2,814

 

Cost of sales

 

 

798

 

 

 

679

 

 

 

2,130

 

 

 

2,094

 

Gross profit

 

 

184

 

 

 

244

 

 

 

605

 

 

 

720

 

Selling and administrative expenses

 

 

73

 

 

 

62

 

 

 

209

 

 

 

192

 

Research and technical expenses

 

 

13

 

 

 

15

 

 

 

40

 

 

 

44

 

Income (loss) from operations

 

 

98

 

 

 

167

 

 

 

356

 

 

 

484

 

Interest and dividend income

 

 

8

 

 

 

7

 

 

 

22

 

 

 

20

 

Interest expense

 

 

(18

)

 

 

(19

)

 

 

(54

)

 

 

(56

)

Other income (expense)

 

 

(30

)

 

 

 

 

 

(28

)

 

 

2

 

Income (loss) from operations before income taxes
   and equity in earnings of affiliated companies

 

 

58

 

 

 

155

 

 

 

296

 

 

 

450

 

(Provision) benefit for income taxes

 

 

(46

)

 

 

(43

)

 

 

(127

)

 

 

(133

)

Equity in earnings of affiliated companies, net of tax

 

 

2

 

 

 

1

 

 

 

5

 

 

 

5

 

Net income (loss)

 

 

14

 

 

 

113

 

 

 

174

 

 

 

322

 

Net income (loss) attributable to noncontrolling interests, net
   of tax

 

 

8

 

 

 

12

 

 

 

27

 

 

 

34

 

Net income (loss) attributable to Cabot Corporation

 

$

6

 

 

$

101

 

 

$

147

 

 

$

288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51.6

 

 

 

53.5

 

 

 

52.1

 

 

 

53.9

 

Diluted

 

 

52.0

 

 

 

53.8

 

 

 

52.4

 

 

 

54.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

 

$

1.87

 

 

$

2.79

 

 

$

5.27

 

Diluted

 

$

0.12

 

 

$

1.86

 

 

$

2.77

 

 

$

5.22

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3


 

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Net income (loss)

 

$

14

 

 

$

113

 

 

$

174

 

 

$

322

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax

 

 

32

 

 

 

76

 

 

 

52

 

 

 

6

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

 

 

 

 

 

(Gains) losses reclassified to interest expense, net of tax

 

 

(1

)

 

 

(1

)

 

 

(3

)

 

 

(3

)

(Gains) losses excluded from effectiveness testing and amortized to interest expense, net of tax

 

 

 

 

 

1

 

 

 

1

 

 

 

2

 

Pension and other post-retirement benefit liability adjustments, net of tax

 

 

20

 

 

 

 

 

 

23

 

 

 

 

Other comprehensive income (loss), net of tax (provision) benefit of $(7), $4, $(9), $3

 

 

51

 

 

 

76

 

 

 

73

 

 

 

5

 

Comprehensive income (loss)

 

 

65

 

 

 

189

 

 

 

247

 

 

 

327

 

Net income (loss) attributable to noncontrolling interests, net
   of tax

 

 

8

 

 

 

12

 

 

 

27

 

 

 

34

 

Foreign currency translation adjustment attributable to
   noncontrolling interests, net of tax

 

 

2

 

 

 

4

 

 

 

5

 

 

 

 

Comprehensive income (loss) attributable to noncontrolling interests

 

 

10

 

 

 

16

 

 

 

32

 

 

 

34

 

Comprehensive income (loss) attributable to Cabot Corporation

 

$

55

 

 

$

173

 

 

$

215

 

 

$

293

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


 

CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS

UNAUDITED

 

 

 

June 30, 2026

 

 

September 30, 2025

 

 

 

(In millions)

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

250

 

 

$

258

 

Accounts and notes receivable, net of reserve for doubtful
   accounts of $
5 and $5

 

 

731

 

 

 

671

 

Inventories:

 

 

 

 

 

 

     Raw materials

 

 

172

 

 

 

134

 

     Finished goods

 

 

329

 

 

 

303

 

     Other

 

 

65

 

 

 

67

 

Total inventories

 

 

566

 

 

 

504

 

Prepaid expenses and other current assets

 

 

118

 

 

 

106

 

Total current assets

 

 

1,665

 

 

 

1,539

 

Property, plant and equipment

 

 

4,576

 

 

 

4,405

 

Accumulated depreciation

 

 

(2,837

)

 

 

(2,694

)

Net property, plant and equipment

 

 

1,739

 

 

 

1,711

 

Goodwill

 

 

137

 

 

 

134

 

Equity affiliates

 

 

19

 

 

 

16

 

Intangible assets, net

 

 

52

 

 

 

55

 

Deferred income taxes

 

 

170

 

 

 

180

 

Other assets

 

 

193

 

 

 

180

 

Total assets

 

$

3,975

 

 

$

3,815

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


 

CABOT CORPORATION

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

UNAUDITED

 

 

 

June 30, 2026

 

 

September 30, 2025

 

 

 

(In millions, except share

 

 

 

and per share amounts)

 

Current liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

184

 

 

$

14

 

Accounts payable and accrued liabilities

 

 

670

 

 

 

648

 

Income taxes payable

 

 

20

 

 

 

35

 

Current portion of long-term debt

 

 

261

 

 

 

260

 

Total current liabilities

 

 

1,135

 

 

 

957

 

Long-term debt

 

 

828

 

 

 

856

 

Deferred income taxes

 

 

36

 

 

 

39

 

Other liabilities

 

 

242

 

 

 

258

 

Contingencies (Note F)

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock:

 

 

 

 

 

 

Authorized: 2,000,000 shares of $1 par value, Issued and Outstanding: None and none

 

 

 

 

 

 

Common stock:

 

 

 

 

 

 

Authorized: 200,000,000 shares of $1 par value, Issued: 51,745,475 and 52,962,353 shares, Outstanding: 51,631,007 and 52,842,481 shares

 

 

52

 

 

 

53

 

Less cost of 114,468 and 119,872 shares of common treasury stock

 

 

(3

)

 

 

(3

)

Additional paid-in capital

 

 

 

 

 

 

Retained earnings

 

 

1,823

 

 

 

1,835

 

Accumulated other comprehensive income (loss)

 

 

(267

)

 

 

(335

)

Total Cabot Corporation stockholders' equity

 

 

1,605

 

 

 

1,550

 

Noncontrolling interests

 

 

129

 

 

 

155

 

Total stockholders' equity

 

 

1,734

 

 

 

1,705

 

Total liabilities and stockholders' equity

 

$

3,975

 

 

$

3,815

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6


 

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

 

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income (loss)

 

$

174

 

 

$

322

 

Adjustments to reconcile net income (loss) to cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

140

 

 

 

114

 

Long-lived asset impairment charge

 

 

24

 

 

 

 

Employee benefit plan settlement

 

 

29

 

 

 

 

Deferred tax provision (benefit)

 

 

4

 

 

 

9

 

Equity in earnings of affiliated companies

 

 

(5

)

 

 

(5

)

Share-based compensation

 

 

13

 

 

 

19

 

Other non-cash (income) expense

 

 

9

 

 

 

15

 

Cash dividends received from equity affiliates

 

 

2

 

 

 

13

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts and notes receivable

 

 

(28

)

 

 

47

 

Inventories

 

 

(46

)

 

 

19

 

Prepaid expenses and other assets

 

 

(32

)

 

 

(25

)

Accounts payable and accrued liabilities

 

 

16

 

 

 

(79

)

Income taxes payable

 

 

(15

)

 

 

(10

)

Other liabilities

 

 

(7

)

 

 

7

 

Cash provided by (used in) operating activities

 

 

278

 

 

 

446

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(152

)

 

 

(210

)

Asset acquisition

 

 

 

 

 

(27

)

Acquisition of business, net of cash acquired

 

 

(66

)

 

 

 

Other

 

 

2

 

 

 

(2

)

Cash provided by (used in) investing activities

 

 

(216

)

 

 

(239

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

Proceeds from short-term borrowings (original maturities greater than 90 days)

 

 

17

 

 

 

14

 

Repayments of short-term borrowings (original maturities greater than 90 days)

 

 

(10

)

 

 

(11

)

Proceeds from (repayments of) short-term borrowings, net (original maturities 90
  days or less)

 

 

52

 

 

 

 

Proceeds from issuance (repayments) of commercial paper, net

 

 

112

 

 

 

52

 

Proceeds from long-term debt

 

 

94

 

 

 

15

 

Repayments of long-term debt

 

 

(133

)

 

 

(5

)

Purchases of common stock

 

 

(101

)

 

 

(129

)

Proceeds from sales of common stock

 

 

 

 

 

2

 

Cash dividends paid to noncontrolling interests

 

 

(47

)

 

 

(57

)

Cash dividends paid to common stockholders

 

 

(72

)

 

 

(71

)

Cash provided by (used in) financing activities

 

 

(88

)

 

 

(190

)

Effects of exchange rate changes on cash, cash equivalents and restricted cash

 

 

19

 

 

 

(1

)

Increase (decrease) in cash and cash equivalents

 

 

(7

)

 

 

16

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

258

 

 

 

223

 

Cash, cash equivalents and restricted cash at end of period

 

$

251

 

 

$

239

 

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

(In millions)

 

Cash and cash equivalents

 

$

250

 

 

$

239

 

Restricted cash classified within Prepaid expenses and other current assets

 

 

1

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

251

 

 

$

239

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7


 

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED

(In millions, except shares in thousands and per share amounts)

 

 

Common Stock, Net of Treasury Stock

 

 

Additional
Paid-in

 

 

Retained

 

 

Accumulated Other Comprehensive

 

 

Total Cabot Corporation Stockholders’

 

 

Noncontrolling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Cost

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at September 30, 2025

 

 

52,842

 

 

$

50

 

 

$

 

 

$

1,835

 

 

$

(335

)

 

$

1,550

 

 

$

155

 

 

$

1,705

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

73

 

 

 

 

 

 

73

 

 

 

9

 

 

 

82

 

Total other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 

25

 

 

 

3

 

 

 

28

 

Cash dividends paid on Common stock,
     $
0.45 per share

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

 

 

(13

)

Issuance of stock under equity compensation plans

 

 

170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Purchase and retirement of common stock

 

 

(796

)

 

 

(1

)

 

 

(3

)

 

 

(48

)

 

 

 

 

 

(52

)

 

 

 

 

 

(52

)

Balance at December 31, 2025

 

 

52,216

 

 

$

49

 

 

$

 

 

$

1,836

 

 

$

(310

)

 

$

1,575

 

 

$

154

 

 

$

1,729

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

68

 

 

 

 

 

 

68

 

 

 

10

 

 

 

78

 

Total other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

 

 

 

 

 

(6

)

Cash dividends paid on Common stock,
     $
0.45 per share

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45

)

 

 

(45

)

Issuance of stock under equity compensation plans

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Purchase and retirement of common stock

 

 

(651

)

 

 

 

 

 

(4

)

 

 

(45

)

 

 

 

 

 

(49

)

 

 

 

 

 

(49

)

Balance at March 31, 2026

 

 

51,580

 

 

$

49

 

 

$

 

 

$

1,835

 

 

$

(316

)

 

$

1,568

 

 

$

119

 

 

$

1,687

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

 

 

8

 

 

 

14

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

49

 

 

 

2

 

 

 

51

 

Cash dividends paid on Common stock,
     $
0.4725 per share

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock under equity compensation plans

 

 

53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Purchase and retirement of common stock

 

 

(2

)

 

 

 

 

 

(6

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2026

 

 

51,631

 

 

$

49

 

 

$

 

 

$

1,823

 

 

$

(267

)

 

$

1,605

 

 

$

129

 

 

$

1,734

 

 

The accompanying notes are an integral part of these consolidated financial statements.

8


 

CABOT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED

(In millions, except shares in thousands and per share amounts)

 

 

 

Common Stock, Net of Treasury Stock

 

 

Additional
Paid-in

 

 

Retained

 

 

Accumulated Other Comprehensive

 

 

Total Cabot Corporation Stockholders’

 

 

Noncontrolling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Cost

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at September 30, 2024

 

 

54,297

 

 

$

51

 

 

$

 

 

$

1,734

 

 

$

(360

)

 

$

1,425

 

 

$

165

 

 

$

1,590

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

93

 

 

 

 

 

 

93

 

 

 

11

 

 

 

104

 

Total other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(97

)

 

 

(97

)

 

 

(7

)

 

 

(104

)

Cash dividends paid on Common stock,
     $
0.43 per share

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20

)

 

 

(20

)

Issuance of stock under equity compensation plans

 

 

308

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Share-based compensation

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

8

 

Purchase and retirement of common stock

 

 

(390

)

 

 

 

 

 

(10

)

 

 

(31

)

 

 

 

 

 

(41

)

 

 

 

 

 

(41

)

Balance at December 31, 2024

 

 

54,215

 

 

$

51

 

 

$

 

 

$

1,772

 

 

$

(457

)

 

$

1,366

 

 

$

149

 

 

$

1,515

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

94

 

 

 

 

 

 

94

 

 

 

11

 

 

 

105

 

Total other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30

 

 

 

30

 

 

 

3

 

 

 

33

 

Cash dividends paid on Common stock,
     $
0.43 per share

 

 

 

 

 

 

 

 

 

 

 

(23

)

 

 

 

 

 

(23

)

 

 

 

 

 

(23

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock under equity compensation plans

 

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Purchase and retirement of common stock

 

 

(530

)

 

 

 

 

 

(6

)

 

 

(40

)

 

 

 

 

 

(46

)

 

 

 

 

 

(46

)

Balance at March 31, 2025

 

 

53,701

 

 

$

51

 

 

$

 

 

$

1,803

 

 

$

(427

)

 

$

1,427

 

 

$

163

 

 

$

1,590

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

101

 

 

 

 

 

 

101

 

 

 

12

 

 

 

113

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72

 

 

 

72

 

 

 

4

 

 

 

76

 

Cash dividends paid on Common stock,
     $
0.45 per share

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Cash dividends declared to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(37

)

 

 

(37

)

Issuance of stock under equity compensation plans

 

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Purchase and retirement of common stock

 

 

(536

)

 

 

(1

)

 

 

(5

)

 

 

(34

)

 

 

 

 

 

(40

)

 

 

 

 

 

(40

)

Balance at June 30, 2025

 

 

53,203

 

 

$

50

 

 

$

 

 

$

1,846

 

 

$

(355

)

 

$

1,541

 

 

$

142

 

 

$

1,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

9


 

CABOT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

UNAUDITED

A. Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.”) (“GAAP”) and include the accounts of Cabot Corporation (“Cabot” or the “Company”) and its wholly-owned subsidiaries and majority-owned and controlled U.S. and non-U.S. subsidiaries. Additionally, Cabot considers consolidation of entities over which control is achieved through means other than voting rights. Intercompany transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to Cabot’s Annual Report on Form 10-K for its fiscal year ended September 30, 2025 (the “2025 10-K”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial information submitted herewith is unaudited and reflects all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods ended June 30, 2026 and 2025. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of the results expected for the fiscal year.

 

B. Significant Accounting Policies

Full details on the Company’s significant accounting policies may be obtained by referring to Note A in the 2025 10-K.

Recently Adopted Accounting Standards:

In December 2023, the FASB issued a new standard, Improvements to Income Tax Disclosures. The new guidance requires, on an annual basis, additional disaggregation in the rate reconciliation, disclosure of income (loss) from continuing operations before income taxes, and disclosure of income tax expense and cash taxes paid by jurisdiction (federal, state, and foreign). The Company adopted the new standard on October 1, 2025 and will provide the disclosures required by the standard in the fiscal 2026 Form 10-K. The adoption of the standard is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued a new standard, Improvement to Reportable Segment Disclosures. The new guidance enhances the disclosure of significant reportable segment expenses. The Company adopted the standard for the fiscal year ended September 30, 2025 and for interim reporting periods beginning with the quarter ended December 31, 2025. See Note L for disclosures related to the Company's reportable segments. The adoption of the standard did not have a material impact on the Company’s Consolidated Financial Statements.

Recent Tax Legislation

On July 4, 2025, the U.S. federal government enacted the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains significant changes to federal tax law, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The provisions in the legislation are generally effective for the Company beginning in fiscal year 2026. The impact of these changes was not material to the Company’s Consolidated Financial Statements for its interim period ending June 30, 2026.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued a new standard, Expense Disaggregation Disclosures. The new guidance requires quantitative and qualitative disclosure of certain cost and expense categories in the notes to the financial statements for interim and annual reporting periods. The new standard is effective for the Company for the annual periods beginning with fiscal 2028 and interim periods beginning with fiscal 2029, with early adoption permitted. The Company is currently evaluating the timing of adoption and the impact of the adoption of this standard on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued amendments to the interim reporting guidance: Interim Reporting — Narrow-Scope Improvements. The guidance improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. The guidance is effective for the Company's interim reporting periods beginning on October 1, 2028. The amendments

10


 

can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the adoption of this amendment on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued a new standard, Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for the costs of internal use software given the evolution of software development to the incremental and iterative development method. The amendments remove all references to prescriptive and sequential development stages and require an entity to start capitalizing software costs when management has authorized and committed to funding the software project, it is probable that the project will be completed, and the software will be used to perform the function intended. The amendments are effective for annual and interim reporting periods beginning on October 1, 2028. Early adoption is permitted as of the beginning of an annual reporting period with the amendments to be applied using a prospective, modified retrospective, or retrospective transition approach. The Company is currently evaluating the timing of adoption and the impact of the adoption of this standard on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued a new standard, Accounting for Government Grants Received by Business Entities. The standard establishes authoritative guidance on the accounting for government grants received by business entities, including guidance for a grant related to an asset and a grant related to income. The new standard allows for a number of accounting policy elections to be made upon adoption and be applied to the subsequent grants received on a prospective basis. The new standard is effective for the Company’s annual and interim reporting period beginning on October 1, 2029. The new standard provides entities with a choice of modified prospective, modified retrospective, and retrospective adoption approach. The Company is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements.

In May 2026, the FASB issued a new standard, Environmental Credits and Environmental Credit Obligations. The standard establishes authoritative guidance on the accounting for and disclosure of environmental credits and environmental credit obligations. The standard is effective for annual and interim reporting periods beginning on October 1, 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements.

 

C. Acquisitions

Business acquisition

On January 31, 2026, the Company purchased 100% of the registered capital of Mexico Carbon Manufacturing, S.A. de C.V. (“MXCB”), a carbon black manufacturing facility in Tamaulipas, Mexico, for a purchase price of $68 million, which included $2 million of cash acquired. The Company incurred acquisition and integration costs of $2 million through June 30, 2026, which are included in Cost of sales and Selling and administrative expenses in the Consolidated Statements of Operations.

The operating results of MXCB are included in the results of the Company’s Reinforcement Materials segment beginning in the second quarter of 2026, which includes $26 million of revenue following the closing date of the acquisition.

The provisional estimates of the fair value of assets and liabilities acquired as of January 31, 2026 are set forth below based on the cash consideration.

11


 

 

 

(In millions)

 

Fair value of asset acquired

 

 

 

Cash

 

$

2

 

Accounts and notes receivable

 

 

16

 

Inventories

 

 

20

 

Other assets

 

 

12

 

Property, plant and equipment

 

 

34

 

Intangible Assets

 

 

2

 

Total assets acquired

 

 

86

 

 

 

 

 

Fair value of liabilities assumed

 

 

 

Accounts payable and accrued liabilities

 

 

(12

)

Other liabilities

 

 

(6

)

Total liabilities assumed

 

 

(18

)

 

 

 

 

Total identifiable net assets

 

$

68

 

 

 

 

 

Cash consideration paid

 

$

68

 

Asset acquisition

In October 2024, the Company completed the purchase of certain assets and licensed related technology, which the Company uses to manufacture products for its battery materials product line. The Company paid $27 million, which was allocated to the identifiable assets on a relative fair value basis, with $19 million allocated to property, plant and equipment and $8 million to intangible assets.

 

D. Goodwill and Intangible Assets

The carrying amount of goodwill attributable to each reportable segment and the changes in those balances during the nine months ended June 30, 2026 are as follows:

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2025

 

$

50

 

 

$

84

 

 

$

134

 

Foreign currency impact

 

 

2

 

 

 

1

 

 

$

3

 

Balance at June 30, 2026

 

$

52

 

 

$

85

 

 

$

137

 

 

The following table provides information regarding the Company’s intangible assets:

 

 

 

June 30, 2026

 

 

September 30, 2025

 

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Intangible
Assets

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Intangible
Assets

 

 

 

(In millions)

 

Intangible assets with finite lives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed technologies

 

$

42

 

 

$

(16

)

 

$

26

 

 

$

41

 

 

$

(14

)

 

$

27

 

Trademarks

 

 

2

 

 

 

(1

)

 

 

1

 

 

 

2

 

 

 

(1

)

 

 

1

 

Customer relationships

 

 

65

 

 

 

(40

)

 

 

25

 

 

 

63

 

 

 

(36

)

 

 

27

 

Total intangible assets(1)

 

$

109

 

 

$

(57

)

 

$

52

 

 

$

106

 

 

$

(51

)

 

$

55

 

(1)
Total intangible assets as of June 30, 2026 includes $2 million of intangible assets from the acquisition of MXCB.

 

Intangible assets are amortized over their estimated useful lives, which range between ten and twenty-five years, with a weighted average amortization period of approximately sixteen years. Amortization expense was $2 million for both the three months ended June 30, 2026 and 2025. Amortization expense was $5 million for both the nine months ended June 30, 2026 and 2025. Amortization expense is included in Cost of sales, Selling and administrative expenses and Research and technical expenses in the Consolidated Statements of Operations. Total amortization expense is estimated to be approximately $7 million each year for the next five fiscal years.

 

12


 

E. Accumulated Other Comprehensive Income (Loss) (“AOCI”)

Comprehensive income combines net income (loss) and other comprehensive income items, which are reported as components of stockholders’ equity in the accompanying Consolidated Balance Sheets.

Changes in each component of AOCI, net of tax, were as follows:

 

 

 

Currency
Translation
Adjustment

 

 

Pension and Other
Post-retirement
Benefit Liability
Adjustments

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2025, attributable to Cabot Corporation

 

$

(316

)

 

$

(19

)

 

$

(335

)

Other comprehensive income (loss) before reclassifications

 

 

26

 

 

 

3

 

 

 

29

 

Amounts reclassified from AOCI

 

 

(1

)

 

 

 

 

 

(1

)

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

3

 

 

 

 

 

 

3

 

Balance at December 31, 2025, attributable to Cabot Corporation

 

$

(294

)

 

$

(16

)

 

$

(310

)

Other comprehensive income (loss) before reclassifications

 

 

(6

)

 

 

 

 

 

(6

)

Amounts reclassified from AOCI

 

 

 

 

 

 

 

 

 

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

 

 

 

 

 

 

 

Balance at March 31, 2026, attributable to Cabot Corporation

 

$

(300

)

 

$

(16

)

 

$

(316

)

Other comprehensive income (loss) before reclassifications

 

 

32

 

 

 

(3

)

 

 

29

 

Amounts reclassified from AOCI

 

 

(1

)

 

 

23

 

 

 

22

 

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

2

 

 

 

 

 

 

2

 

Balance at June 30, 2026, attributable to Cabot Corporation

 

$

(271

)

 

$

4

 

 

$

(267

)

 

 

 

 

Currency
Translation
Adjustment

 

 

Pension and Other
Post-retirement
Benefit Liability
Adjustments

 

 

Total

 

 

 

(In millions)

 

Balance at September 30, 2024, attributable to Cabot Corporation

 

$

(342

)

 

$

(18

)

 

$

(360

)

Other comprehensive income (loss) before reclassifications

 

 

(104

)

 

 

 

 

 

(104

)

Amounts reclassified from AOCI

 

 

 

 

 

 

 

 

 

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

(7

)

 

 

 

 

 

(7

)

Balance at December 31, 2024, attributable to Cabot Corporation

 

$

(439

)

 

$

(18

)

 

$

(457

)

Other comprehensive income (loss) before reclassifications

 

 

34

 

 

 

1

 

 

 

35

 

Amounts reclassified from AOCI

 

 

(1

)

 

 

(1

)

 

 

(2

)

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

3

 

 

 

 

 

 

3

 

Balance at March 31, 2025, attributable to Cabot Corporation

 

$

(409

)

 

$

(18

)

 

$

(427

)

Other comprehensive income (loss) before reclassifications

 

 

76

 

 

 

 

 

 

76

 

Amounts reclassified from AOCI

 

 

 

 

 

 

 

 

 

Less: Other comprehensive income (loss) attributable to
   noncontrolling interests

 

 

4

 

 

 

 

 

 

4

 

Balance at June 30, 2025, attributable to Cabot Corporation

 

$

(337

)

 

$

(18

)

 

$

(355

)

 

13


 

 

 

The amounts reclassified out of AOCI and into the Consolidated Statements of Operations in each of the three and nine months ended June 30, 2026 and 2025 are as follows:

 

 

 

Affected Line Item in the Consolidated

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

Statements of Operations

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

(In millions)

 

 

 

 

 

 

 

Derivatives: net investment hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Gains) losses reclassified to interest
   expense

 

Interest expense

 

$

(1

)

 

$

(1

)

 

$

(4

)

 

$

(4

)

(Gains) losses excluded from effectiveness testing and amortized to interest expense

 

Interest expense

 

 

 

 

 

1

 

 

 

1

 

 

 

2

 

Pension and other postretirement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlement loss

 

Other income (expense)

 

 

29

 

 

 

 

 

 

29

 

 

 

 

Amortization of actuarial losses and prior service cost (credit)

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Total before tax

 

 

 

$

28

 

 

$

 

 

$

26

 

 

$

(3

)

 

U.K. Plans Termination

In fiscal 2023, the Company commenced the plan termination process for the Cabot Carbon Limited Pension Plan and Carbon Plastics Pension Plan and completed the transfer of the pension assets and liabilities in the third quarter of fiscal 2026. The pension liabilities were settled through purchased annuities, which did not require any additional cash contribution from the Company. As a result of the plan terminations, the Company recognized a $29 million settlement loss and a $1 million charge for costs associated with returning surplus pension assets to the Company, which were both recorded in Other income (expense) in the Consolidated Statements of Operations in the third quarter of fiscal 2026.

 

 

F. Contingencies

Respirator Liabilities

Cabot has exposure in connection with a safety respiratory products business that a subsidiary acquired from American Optical Corporation (“AO”) in an April 1990 asset purchase transaction. The subsidiary manufactured respirators under the AO brand and disposed of that business in July 1995. In connection with its acquisition of the business, the subsidiary agreed, in certain circumstances, to assume a portion of AO’s liabilities, including costs of legal fees together with amounts paid in settlements and judgments, allocable to AO respiratory products used prior to the 1990 purchase by the Cabot subsidiary. In exchange for the subsidiary’s assumption of certain of AO’s respirator liabilities, AO agreed to provide to the subsidiary the benefits of: (i) AO’s insurance coverage for the period prior to the 1990 acquisition and (ii) a former owner’s indemnity of AO holding it harmless from any liability allocable to AO respiratory products used prior to May 1982. As more fully described in the 2025 10-K, the respirator liabilities generally involve claims for personal injury, including asbestosis, silicosis and coal worker’s pneumoconiosis, allegedly resulting from the use of respirators that are alleged to have been negligently designed and/or labeled. At no time did this respiratory product line represent a significant portion of the respirator market. In addition to Cabot’s subsidiary, other parties are responsible for significant portions of the costs of these respirator liabilities (as defined in the 2025 10-K, the “Payor Group”), leaving Cabot’s subsidiary with a portion of the liability in only some of the pending cases.

As of June 30, 2026 and September 30, 2025, the Company had $32 million and $33 million, respectively, reserved for its estimated share of liability for pending and future respirator claims and for defense costs, the majority of which the Company expects to incur over the next ten years. The reserve is included in Other liabilities and Accounts payable and accrued liabilities on the Consolidated Balance Sheets.

The Company’s current estimate of the cost of its share of pending and future respirator liability claims is based on facts and circumstances existing at this time, including the number and nature of the remaining claims. Developments that could affect the Company’s estimate include, but are not limited to, (i) significant changes in the number of future claims, (ii) changes in the rate of dismissals without payment of pending claims, (iii) significant changes in the average cost of resolving claims, including potential settlements of groups of claims, (iv) significant changes in the legal costs of defending these claims, (v) changes in the nature of claims received or changes in the Company’s assessment of the viability of these claims, (vi) trial and appellate outcomes, (vii) changes in the law and procedure applicable to these claims, (viii) the financial viability of the parties that contribute to the payment of respirator claims, (ix) exhaustion or changes in the recoverability of the insurance coverage maintained by certain members of the Payor Group, or a change in the availability of the indemnity provided by a former owner of AO, (x) changes in the allocation of costs

14


 

among the various parties paying legal and settlement costs, and (xi) a determination that the assumptions that were used to estimate Cabot’s share of liability are no longer reasonable. The Company cannot determine the impact of these potential developments on its current estimate of its share of liability for existing and future claims. Because reserves are limited to amounts that are probable and estimable as of a relevant measurement date, and there is inherent difficulty in projecting the impact of potential developments on Cabot’s share of liability for these existing and future claims, it is reasonably possible that the liabilities for existing and future claims could change in the near term and that change could be material.

Other Matters

During the third quarter of fiscal 2026, the Company recorded a $4 million environmental accrual for estimated claims associated with a divested business. The accrual is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets and the charge is recorded in Cost of sales in the Consolidated Statements of Operations.

The Company has various other lawsuits, claims, and contingent liabilities arising in the ordinary course of its business and with respect to its divested businesses. The Company does not believe that any of these matters will have a material adverse effect on its financial position; however, litigation is inherently unpredictable. Cabot could incur judgments, enter into settlements, or revise its expectations regarding the outcome of certain matters, and such developments could have a material impact on its results of operations in the period in which the amounts are accrued or its cash flows in the period in which the amounts are paid.

 

G. Income Tax

Effective Tax Rate

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(Dollars in millions)

 

(Provision) benefit for income taxes

 

$

(46

)

 

$

(43

)

 

$

(127

)

 

$

(133

)

Effective tax rate

 

 

79

%

 

 

28

%

 

 

43

%

 

 

29

%

 

For the three months ended June 30, 2026, the provision for income taxes included a net discrete tax expense of $19 million, primarily related to changes in valuation allowance as a result of the Company ceasing carbon black production at its plant in Campana, Argentina. For the nine months ended June 30, 2026, the provision for income taxes included a net discrete tax expense of $30 million, primarily related to changes in valuation allowance as a result of the Company ceasing carbon black production at its plant in Campana, Argentina and withholding taxes on a dividend distribution from a subsidiary in China.

For the three and nine months ended June 30, 2025, the provision for income taxes included a net discrete tax expense of $1 million and $10 million, respectively.

Income tax in Interim Periods

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. The income tax effects of unusual or infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to ordinary income or loss in the loss jurisdiction.

Valuation allowances are provided against the future tax benefits that arise from the deferred tax assets in jurisdictions for which the Company expects that no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by non-deductible expenses and the Company’s projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

Uncertainties

Cabot and certain subsidiaries are under audit in a number of jurisdictions. In addition, certain statutes of limitations are scheduled to expire in the near future. It is reasonably possible that a change in the unrecognized tax benefits may also occur within the next twelve months related to the settlement of one or more of these audits or the lapse of applicable statutes of limitations. However, an estimated range of the impact on the unrecognized tax benefits cannot be quantified at this time.

Cabot files U.S. federal and state and non-U.S. income tax returns in jurisdictions with varying statutes of limitations. The 2023 through 2025 tax years generally remain subject to examination by the IRS and various tax years from 2019 through 2025 remain subject to examination by the respective state tax authorities. In foreign jurisdictions, various tax years from 2006 through 2025 remain subject to examination by their respective tax authorities.

 

15


 

H. Earnings Per Share

The following tables summarize the components of the basic and diluted earnings (loss) per common share (“EPS”) computations:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions, except per share amounts)

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

6

 

 

$

101

 

 

$

147

 

 

$

288

 

Less: Dividends and dividend equivalents to participating securities

 

 

 

 

 

 

 

 

 

 

 

1

 

Less: Undistributed earnings allocated to participating securities(1)

 

 

 

 

 

1

 

 

 

2

 

 

 

3

 

Earnings (loss) allocated to common stockholders (numerator)

 

$

6

 

 

$

100

 

 

$

145

 

 

$

284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and participating securities outstanding

 

 

52.3

 

 

 

54.2

 

 

 

52.9

 

 

 

54.7

 

Less: Participating securities(1)

 

 

0.7

 

 

 

0.7

 

 

 

0.8

 

 

 

0.8

 

Adjusted weighted average common shares (denominator)

 

 

51.6

 

 

 

53.5

 

 

 

52.1

 

 

 

53.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share - basic:

 

$

0.12

 

 

$

1.87

 

 

$

2.79

 

 

$

5.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) allocated to common stockholders

 

$

6

 

 

$

100

 

 

$

145

 

 

$

284

 

Plus: Earnings allocated to participating securities

 

 

 

 

 

1

 

 

 

2

 

 

 

4

 

Less: Adjusted earnings allocated to participating securities(2)

 

 

 

 

 

1

 

 

 

2

 

 

 

4

 

Earnings (loss) allocated to common stockholders (numerator)

 

$

6

 

 

$

100

 

 

$

145

 

 

$

284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

 

51.6

 

 

 

53.5

 

 

 

52.1

 

 

 

53.9

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issuable(3)

 

 

0.4

 

 

 

0.3

 

 

 

0.3

 

 

 

0.5

 

Adjusted weighted average common shares (denominator)

 

 

52.0

 

 

 

53.8

 

 

 

52.4

 

 

 

54.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share - diluted:

 

$

0.12

 

 

$

1.86

 

 

$

2.77

 

 

$

5.22

 

 

(1)
Participating securities consist of shares underlying unvested time-based restricted stock units (the "TSUs"), earned and unvested performance-based restricted stock units (the "PSUs", and referred to in this note collectively with the TSUs as the "RSUs"), stock units accounted for under the Supplemental 401(k) Plan portion of the Company’s Deferred Compensation and Supplemental Retirement Plan, and stock units and phantom stock units accounted for under the Company’s Non-Employee Directors’ Deferral Plan. The holders of RSUs are entitled to receive dividend equivalents, payable in cash, to the extent dividends are paid on the outstanding shares of Common Stock, and equal in value to the dividends that would have been paid in respect of the Common Stock underlying the RSU. The accounts of holders of stock units and phantom stock units are credited with dividend equivalents, which are payable, in stock or cash, as the case may be, with the distribution of account balances.

16


 

Undistributed earnings are the earnings which remain after dividends declared during the period are assumed to be distributed to the common shares and participating securities. Undistributed earnings are allocated to common stockholders and participating security holders on the same basis as dividend distributions. The calculation of undistributed earnings is as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Calculation of undistributed earnings (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cabot Corporation

 

$

6

 

 

$

101

 

 

$

147

 

 

$

288

 

Less: Dividends declared on common stock

 

 

24

 

 

 

24

 

 

 

72

 

 

 

70

 

Less: Dividends declared on participating securities

 

 

 

 

 

 

 

 

 

 

 

1

 

Undistributed earnings (loss)

 

$

(18

)

 

$

77

 

 

$

75

 

 

$

217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of undistributed earnings (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed earnings (loss) allocated to common stockholders

 

$

(18

)

 

$

76

 

 

$

73

 

 

$

214

 

Undistributed earnings allocated to participating security holders

 

 

 

 

 

1

 

 

 

2

 

 

 

3

 

Undistributed earnings (loss)

 

$

(18

)

 

$

77

 

 

$

75

 

 

$

217

 

 

(2)
Undistributed earnings are adjusted for the assumed distribution of dividends to the dilutive securities, which are described in (3) below, and then reallocated to participating securities.
(3)
Represents incremental shares of common stock from the assumed exercise of stock options issued under Cabot’s equity incentive plans. For the three and nine months ended June 30, 2026, 107,275 and 623,823 incremental shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive. For the three and nine months ended June 30, 2025, 284,730 and 93,576 incremental shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because the inclusion of these shares would have been antidilutive.

 

I. Restructuring

2026 Restructuring

During the first quarter of fiscal 2026, the Company initiated restructuring activities in its Performance Chemicals segment ("2026 PC Plan") primarily associated with the fumed metal oxides product line. As part of the plan, the Company ceased production of fumed silica at its manufacturing plant in Barry, Wales in the third quarter of fiscal 2026. Cabot continues operations to post-treat fumed silica at the site. During the three and nine months ended June 30, 2026, the Company recorded charges of $6 million and $19 million, respectively, primarily related to estimated severance costs, asset impairments, and accelerated depreciation. The Company expects to record additional restructuring charges of $7 million related to the 2026 PC Plan during the remainder of fiscal 2026 and in fiscal 2027. The Company has made cash payments related to the PC Plan of $1 million in the three and nine months ended June 30, 2026, and expects an additional $3 million of cash payments during remainder of fiscal 2026, $6 million during fiscal 2027 and $1 million thereafter.

During fiscal 2026, the Company initiated restructuring actions in its Reinforcement Materials segment, along with associated support functions, to better align resources and production to demand conditions and enable a more efficient manufacturing network to meet customer supply needs. During the third quarter of fiscal 2026, the Company ceased carbon black production at its facility in Campana, Argentina and announced its intention to close multiple manufacturing units at its facility in Botlek, The Netherlands in fiscal 2027, subject to the completion of local consultation processes. During the three and nine months ended June 30, 2026, the Company recorded charges of $36 million and $38 million, respectively, primarily related to estimated severance costs, asset impairments, and accelerated depreciation. The Company expects to record additional restructuring charges of $8 million during the remainder of fiscal 2026 and $14 million during fiscal 2027. The estimated future charges of $22 million are primarily for accelerated depreciation, site demolition and other related costs. The Company has made cash payments related to these actions of $6 million in the three and nine months ended June 30, 2026, and expects additional $2 million of cash payments during the remainder of fiscal 2026 and $9 million during fiscal 2027.

 

17


 

2025 Reorganizations

In fiscal 2025, the Company undertook various actions to enable the more efficient operation of the Company and reduce ongoing operational costs. These restructuring actions have resulted in reductions in workforce across business and functional teams. Cumulative expense recorded under the 2025 Reorganizations was $9 million through December 31, 2025, primarily related to severance costs. No additional charges have been or are expected to be recorded under this plan. The Company expects to make cash payments of $7 million related to this plan throughout fiscal 2026.

Details of all restructuring activities and related reserves during the three and nine months ended June 30, 2026 were as follows:

 

 

 

Severance
and Employee
Benefits

 

 

Non-Cash Asset Impairment and Accelerated Depreciation

 

 

Other

 

 

Total

 

 

 

(In millions)

 

Reserve at September 30, 2025

 

$

7

 

 

$

 

 

$

1

 

 

$

8

 

Charges

 

 

4

 

 

 

3

 

 

 

 

 

 

7

 

Cost charged against assets

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

Cash paid

 

 

(3

)

 

 

 

 

 

(1

)

 

 

(4

)

Reserve at December 31, 2025

 

$

8

 

 

$

 

 

$

 

 

$

8

 

Charges

 

 

3

 

 

 

5

 

 

 

 

 

 

8

 

Cost charged against assets

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

Cash paid

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

Reserve at March 31, 2026

 

$

9

 

 

$

 

 

$

 

 

$

9

 

Charges

 

 

10

 

 

 

31

 

 

 

1

 

 

 

42

 

Cost charged against assets

 

 

 

 

 

(31

)

 

 

 

 

 

(31

)

Cash paid

 

 

(8

)

 

 

 

 

 

(1

)

 

 

(9

)

Reserve at June 30, 2026

 

$

11

 

 

$

 

 

$

 

 

$

11

 

 

Cabot’s severance and employee benefits reserves are reflected in Accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheets.

Cabot’s restructuring expense was recorded in the Consolidated Statement of Operations for the three and nine months ended June 30, 2026 and 2025 as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Cost of sales

 

$

40

 

 

$

2

 

 

$

53

 

 

$

4

 

Selling and administrative expenses

 

 

2

 

 

 

1

 

 

 

4

 

 

 

1

 

Research and technical expenses

 

 

 

 

 

 

 

 

 

 

 

1

 

Total

 

$

42

 

 

$

3

 

 

$

57

 

 

$

6

 

 

Restructuring expense is considered a Certain item, which is further discussed in Note L.

 

J. Financial Instruments and Fair Value Measurements

The FASB authoritative guidance on fair value measurements defines fair value, provides a framework for measuring fair value, and requires certain disclosures about fair value measurements. The required disclosures focus on the inputs used to measure fair value. The guidance establishes the following hierarchy for categorizing these inputs:

 

Level 1

 

 

Quoted market prices in active markets for identical assets or liabilities

 

 

 

 

 

Level 2

 

 

Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs)

 

 

 

 

 

Level 3

 

 

Significant unobservable inputs

 

18


 

There were no transfers of financial assets or liabilities measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during the first nine months of either fiscal 2026 or 2025.

At June 30, 2026 and September 30, 2025, the fair values of cash and cash equivalents, accounts and notes receivable, accounts payable and accrued liabilities, and short-term borrowings and short-term variable rate debt approximated their carrying values due to the short-term nature of these instruments. Cash and cash equivalents are classified as Level 1 within the fair value hierarchy.

At June 30, 2026 and September 30, 2025, Cabot had derivatives relating to foreign currency risks, including a net investment hedge and forward foreign currency contracts, carried at fair value. At June 30, 2026, the fair value of the net investment hedge was a net liability of $3 million and was included in Prepaid expenses and other current assets and Accounts payable and accrued liabilities on the Consolidated Balance Sheets. At September 30, 2025, the fair value of the net investment hedge was a net liability of $12 million and was included in Prepaid expenses and other current assets and Other liabilities on the Consolidated Balance Sheets. As of June 30, 2026 and September 30, 2025, the fair value of the forward currency contracts was a net liability of less than $1 million and a net asset of less than $1 million, respectively, and was included in Prepaid expenses and other current assets and Accounts payable and accrued liabilities on the Consolidated Balance Sheets. These derivatives are classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on observable inputs.

At both June 30, 2026 and September 30, 2025, the fair value of guaranteed investment contracts included in Other assets on the Consolidated Balance Sheets was $9 million. Guaranteed investment contracts were classified as Level 2 instruments within the fair value hierarchy as the fair value determination was based on observable inputs.

The carrying value of the long-term fixed rate debt was $1.06 billion and $1.09 billion, respectively, as of June 30, 2026 and September 30, 2025. The fair value of the long-term fixed rate debt was $1.04 billion and $1.09 billion, respectively, as of June 30, 2026 and September 30, 2025. The fair values of Cabot’s fixed rate long-term debt are estimated based on comparable quoted market prices at the respective period ends. The carrying amounts of Cabot’s floating rate long-term debt and finance and operating lease obligations approximate their fair values. All such measurements are based on observable inputs and are classified as Level 2 within the fair value hierarchy.

 

K. Supplier Financing Programs

The Company maintains supply chain finance agreements with third-party financial institutions. These agreements allow the Company’s participating suppliers to sell their receivables to such third-party financial institutions to receive payment earlier than the negotiated commercial terms between the supplier and the Company. Such sales are at the sole discretion of the supplier, and on terms and conditions that are negotiated between the supplier and the respective financial institution. The terms and conditions of the supplier invoice, including payment terms and amounts due, are not impacted by a supplier’s participation in the program. Pursuant to the supply chain finance agreements, the Company has agreed to pay financial institutions on the original due date of the applicable invoice. There are no guarantees associated with these programs. The Company's outstanding payment obligations to financial institutions related to supplier financing programs were $17 million and $13 million as of June 30, 2026 and September 30, 2025, respectively, and are included within Accounts payable and accrued liabilities on the Consolidated Balance Sheets.

 

L. Financial Information by Segment

Segment Information

The Company identifies a product line as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Cabot’s President and Chief Executive Officer, to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information.

Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. The Company has two reportable segments: Reinforcement Materials and Performance Chemicals. The Performance Chemicals reporting segment aggregates the specialty carbons, specialty compounds, fumed metal oxides, battery materials, inkjet colorants and aerogel product lines.

The CODM reviews Segment earnings before interest and taxes (“Segment EBIT”) at the operating segment level to allocate resources and to assess operating results and financial performance. The CODM reviews the change in the actual results compared to the same period forecast, the same period year-ago, and the preceding period on a quarterly basis. Segment EBIT includes all items that are controlled by the business segment and those management considers are representative of the fundamental on-going segment results.

19


 

Details of Segment EBIT including segment revenue and significant segment expenses regularly reviewed by the CODM are as follows:

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Segment
Total

 

 

 

(In millions)

 

Three Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

Segment revenues from external customers

 

$

599

 

 

$

351

 

 

$

950

 

Segment cost of sales(1)

 

 

(468

)

 

 

(248

)

 

 

(716

)

Segment operating expenses(1)(2)

 

 

(35

)

 

 

(36

)

 

 

(71

)

Other Segment Items(3)

 

 

1

 

 

 

1

 

 

 

2

 

Segment EBIT

 

$

97

 

 

$

68

 

 

$

165

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Segment
Total

 

 

 

(In millions)

 

Three Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

Segment revenues from external customers

 

$

573

 

 

$

320

 

 

$

893

 

Segment cost of sales(1)

 

 

(415

)

 

 

(229

)

 

 

(644

)

Segment operating expenses(1)(2)

 

 

(31

)

 

 

(34

)

 

 

(65

)

Other Segment Items(3)

 

 

1

 

 

 

 

 

 

1

 

Segment EBIT

 

$

128

 

 

$

57

 

 

$

185

 

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Segment
Total

 

 

 

(In millions)

 

Nine Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

Segment revenues from external customers

 

$

1,663

 

 

$

979

 

 

$

2,642

 

Segment cost of sales(1)

 

 

(1,271

)

 

 

(699

)

 

 

(1,970

)

Segment operating expenses(1)(2)

 

 

(102

)

 

 

(108

)

 

 

(210

)

Other Segment Items(3)

 

 

2

 

 

 

3

 

 

 

5

 

Segment EBIT

 

$

292

 

 

$

175

 

 

$

467

 

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Segment
Total

 

 

 

(In millions)

 

Nine Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

Segment revenues from external customers

 

$

1,778

 

 

$

942

 

 

$

2,720

 

Segment cost of sales(1)

 

 

(1,292

)

 

 

(689

)

 

 

(1,981

)

Segment operating expenses(1)(2)

 

 

(99

)

 

 

(104

)

 

 

(203

)

Other Segment Items(3)

 

 

2

 

 

 

3

 

 

 

5

 

Segment EBIT

 

$

389

 

 

$

152

 

 

$

541

 

 

(1)
Segment cost of sales and Segment operating expenses exclude the items described in the reconciliation of segment earnings before interest and income taxes to Income (loss) from operations before income taxes and equity in earnings of affiliated companies.
(2)
Segment operating expenses include Selling and administrative expenses and Research and technical expenses.
(3)
Other segment items include Equity in earnings of affiliated companies, net of tax.

 

 

 

 

 

20


 

Reconciliation of Segment earnings before interest and income taxes to Income (loss) from operations before income taxes and equity in earnings of affiliated companies is as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Segment EBIT

 

$

165

 

 

$

185

 

 

$

467

 

 

$

541

 

Interest Expense

 

 

(18

)

 

 

(19

)

 

 

(54

)

 

 

(56

)

Certain items (1)

 

 

(78

)

 

 

(3

)

 

 

(94

)

 

 

(13

)

Unallocated corporate costs (2)

 

 

(14

)

 

 

(13

)

 

 

(41

)

 

 

(39

)

General unallocated income (expense) (3)

 

 

5

 

 

 

6

 

 

 

23

 

 

 

22

 

Less: Equity in earnings of affiliated companies, net of tax(4)

 

 

2

 

 

 

1

 

 

 

5

 

 

 

5

 

Income (loss) from operations before income taxes and
equity in earnings of affiliated companies

 

$

58

 

 

$

155

 

 

$

296

 

 

$

450

 

 

 

 

(1)
Certain items are items of expense and income that management does not consider representative of the Company’s fundamental on-going segment results and they are, therefore, excluded from Segment EBIT.

Details of certain items for the three and nine months ended June 30, 2026 and 2025 are as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

 

(In millions)

 

Global restructuring activities (Note I)

 

$

(42

)

 

$

(3

)

 

$

(57

)

 

$

(6

)

Employee benefit plan settlement and other charges (Note E)

 

 

(30

)

 

 

 

 

 

(30

)

 

 

 

Legal and environmental matters and reserves (Note F)

 

 

(5

)

 

 

 

 

 

(5

)

 

 

(6

)

Acquisition and integration-related charges (Note C)

 

 

(1

)

 

 

 

 

 

(2

)

 

 

 

Other certain items

 

 

 

 

 

 

 

 

 

 

 

(1

)

Total certain items

 

$

(78

)

 

$

(3

)

 

$

(94

)

 

$

(13

)

(2)
Unallocated corporate costs are not controlled by the segments and primarily benefit corporate interests.
(3)
General unallocated income (expense) consists of gains (losses) arising from foreign currency transactions, net of other foreign currency risk management activities, interest and dividend income, the profit or loss related to the corporate adjustment for unearned revenue, and unrealized holding gains (losses) for investments. This does not include items of income or expense that are separately treated as Certain items.
(4)
Equity in earnings of affiliated companies, net of tax is included in Segment EBIT and is removed to reconcile to Income (loss) from operations before taxes and equity in earnings of affiliated companies.

Financial information by reportable segment is as follows:

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Segment
Total

 

 

Unallocated
and Other

 

 

Consolidated
Total

 

 

 

(In millions)

 

Three Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(1)

 

$

599

 

 

$

351

 

 

$

950

 

 

$

32

 

 

$

982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(1)

 

$

573

 

 

$

320

 

 

$

893

 

 

$

30

 

 

$

923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,663

 

 

$

979

 

 

$

2,642

 

 

$

93

 

 

$

2,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers(2)

 

$

1,778

 

 

$

942

 

 

$

2,720

 

 

$

94

 

 

$

2,814

 

 

21


 

(1)
Consolidated Total Revenues from external customers reconciles to Net sales and other operating revenues on the Consolidated Statements of Operations. Revenues from external customers that are categorized as Unallocated and Other are summarized as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Shipping and handling fees

 

$

34

 

 

$

28

 

 

$

91

 

 

$

85

 

Other

 

 

(2

)

 

 

2

 

 

 

2

 

 

 

9

 

Total

 

$

32

 

 

$

30

 

 

$

93

 

 

$

94

 

 

Geographic Information

The Company’s segments operate globally. In addition to presenting Revenue from external customers by reportable segment, the following tables further disaggregate Revenues from external customers by geographic region.

 

 

 

Three Months Ended June 30, 2026

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

245

 

 

$

106

 

 

$

351

 

Asia Pacific

 

 

219

 

 

 

153

 

 

 

372

 

Europe, Middle East and Africa

 

 

135

 

 

 

92

 

 

 

227

 

Segment revenues from external customers

 

 

599

 

 

 

351

 

 

 

950

 

Unallocated and other

 

 

 

 

 

 

 

 

32

 

Net sales and other operating revenues

 

 

 

 

 

 

 

$

982

 

 

 

 

Three Months Ended June 30, 2025

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

230

 

 

$

98

 

 

$

328

 

Asia Pacific

 

 

199

 

 

 

132

 

 

 

331

 

Europe, Middle East and Africa

 

 

144

 

 

 

90

 

 

 

234

 

Segment revenues from external customers

 

 

573

 

 

 

320

 

 

 

893

 

Unallocated and other

 

 

 

 

 

 

 

 

30

 

Net sales and other operating revenues

 

 

 

 

 

 

 

$

923

 

 

 

 

Nine Months Ended June 30, 2026

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

661

 

 

$

282

 

 

$

943

 

Asia Pacific

 

 

617

 

 

 

445

 

 

 

1,062

 

Europe, Middle East and Africa

 

 

385

 

 

 

252

 

 

 

637

 

Segment revenues from external customers

 

 

1,663

 

 

 

979

 

 

 

2,642

 

Unallocated and other

 

 

 

 

 

 

 

 

93

 

Net sales and other operating revenues

 

 

 

 

 

 

 

$

2,735

 

 

22


 

 

 

Nine Months Ended June 30, 2025

 

 

 

Reinforcement
Materials

 

 

Performance
Chemicals

 

 

Consolidated Total

 

 

 

(In millions)

 

Americas

 

$

714

 

 

$

283

 

 

$

997

 

Asia Pacific

 

 

659

 

 

 

400

 

 

 

1,059

 

Europe, Middle East and Africa

 

 

405

 

 

 

259

 

 

 

664

 

Segment revenues from external customers

 

 

1,778

 

 

 

942

 

 

 

2,720

 

Unallocated and other

 

 

 

 

 

 

 

 

94

 

Net sales and other operating revenues

 

 

 

 

 

 

 

$

2,814

 

 

23


 

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

Recently Issued Accounting Pronouncements

Refer to the discussion under the heading “Recent Accounting Pronouncements” in Note B of our Notes to the unaudited Consolidated Financial Statements.

Results of Operations

The Company has two reportable segments: Reinforcement Materials and Performance Chemicals. The Performance Chemicals reporting segment aggregates the specialty carbons, specialty compounds, fumed metal oxides, battery materials, inkjet colorants and aerogel product lines.

Our measure of business segment earnings is Segment earnings before interest and taxes (“Segment EBIT”) and is the measure utilized by the Chief Operating Decision Maker (“CODM”) to allocate resources and to assess operating results and financial performance. The CODM reviews the change in the actual results compared to the same period forecast, the same period year-ago, and the preceding period on a quarterly basis. Segment EBIT includes all items that are controlled by the business segment and those management considers are representative of the fundamental on-going segment results.

The Company is also organized for operational purposes into three geographic regions: the Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific. The discussion of our results of operations for the periods presented reflects these structures.

Definition of Terms

When discussing our results of operations, we use the term “product mix”, which refers to the mix of types and grades of products sold or the mix of geographic regions where products are sold, and the positive or negative impact this has on the revenue or profitability of the business and/or segment.

Overview

During the third quarter of fiscal 2026, Income (loss) before income taxes and equity in earnings of affiliated companies decreased as compared to the third quarter of fiscal 2025. The decrease was primarily due to higher expenses related to restructuring activities, lower Segment EBIT in our Reinforcement Materials segment, and a settlement charge for the termination of two pension plans in the U.K., partially offset by higher Segment EBIT in our Performance Chemicals segment.

Third quarter of Fiscal 2026 versus Third quarter of Fiscal 2025—Consolidated

Net Sales and Other Operating Revenues and Gross Profit

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Net sales and other operating revenues

 

$

982

 

 

$

923

 

 

$

2,735

 

 

$

2,814

 

Gross profit

 

$

184

 

 

$

244

 

 

$

605

 

 

$

720

 

 

For the three and nine months ended June 30, 2026, Net sales and other operating revenue increased by $59 million and decreased $79 million, respectively, compared to the same periods of fiscal 2025.

The increase in Net sales and other operating revenue in the third quarter of fiscal 2026 compared to the same period of fiscal 2025 was driven by higher volumes in both our Reinforcement Materials and Performance Chemicals segments ($51 million combined). The higher volumes in our Reinforcement Materials segment were primarily due to increases in Asia Pacific and the Americas, including higher volumes from our capacity addition in Indonesia and our acquisition in Mexico. The higher volumes in our Performance Chemicals segment were primarily due to higher demand in our battery materials and fumed metal oxides product lines. The increase in battery materials volumes was driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers. The increase in fumed metal oxides volumes was driven by growth in electronics applications.

The decrease in Net sales and other operating revenue in the first nine months of fiscal 2026 compared to the same period of fiscal 2025 was primarily driven by less favorable pricing and product mix in our Reinforcement Materials segment ($173 million), partially offset by the favorable impact from foreign currency translation in both our Reinforcement Materials and Performance Chemicals segments ($77 million combined) and higher volumes in both our Reinforcement Materials and Performance Chemicals segments ($20 million combined). The less favorable pricing and product mix in our Reinforcement Materials segment was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements, lower raw materials costs, which are generally passed through to our customers, and lower pricing from increased competitive intensity in Asia Pacific. The higher volumes in our Reinforcement Materials segment were primarily due to increases in Asia Pacific, including increased sales volume from our capacity addition in Indonesia and acquisition in Mexico. The higher volumes in our Performance Chemicals segment were primarily due to higher demand in our battery materials product line. The increase in battery materials volumes was driven by higher

24


 

demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers.

For the three and nine months ended June 30, 2026, gross profit decreased by $60 million and $115 million, respectively, compared to the same periods of fiscal 2025.

The decrease in Gross profit in the third quarter of fiscal 2026 as compared to the same period of fiscal 2025 was driven primarily by lower gross profit per ton in our Reinforcement Materials segment ($40 million) and higher restructuring expenses ($38 million), partially offset by higher volumes in both our Reinforcement Material and Performance Chemicals segments ($22 million combined). The lower gross profit per ton in our Reinforcement Materials segment was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements. The higher restructuring expenses were primarily estimated severance costs, asset impairments, and accelerated depreciation related to ceasing production at our facility in Campana, Argentina, ceasing production of fumed silica at our manufacturing plant in Barry, Wales and the intention to close multiple manufacturing lines at our facility in Botlek, The Netherlands. The higher volumes in our Reinforcement Materials segment were primarily due to higher demand in Asia Pacific and the Americas, including higher volumes from our capacity addition in Indonesia and our acquisition in Mexico. The higher volumes in our Performance Chemicals segment were primarily due to higher demand in our battery materials and fumed metal oxides product lines. The increase in battery materials volumes was driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers. The increase in fumed metal oxides volumes was driven by growth in electronics applications.

The decrease in Gross profit in the first nine months of fiscal 2026 as compared to the same period of fiscal 2025 was driven primarily by lower gross profit per ton in our Reinforcement Materials segment ($105 million) and higher restructuring expenses ($49 million), partially offset by higher gross profit per ton in our Performance Chemicals segment ($18 million) and higher volumes in both our Reinforcement Materials and Performance Chemicals segments ($10 million combined). The lower gross profit per ton in our Reinforcement Materials segment was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements and lower pricing from increased competitive intensity in Asia Pacific. The higher restructuring expenses were primarily for estimated severance costs, asset impairments, and accelerated depreciation related to ceasing carbon black production at our facility in Campana, Argentina, ceasing production of fumed silica at our manufacturing plant in Barry, Wales and the intention to close multiple manufacturing lines at our facility in Botlek, The Netherlands. The higher gross profit per ton in our Performance Chemicals segment was primarily due to price increases implemented ahead of rising material costs and a favorable product mix and optimization efforts. The higher volumes in our Reinforcement Materials segment were primarily due to higher demand in Asia Pacific, including increased sales volume from our capacity addition in Indonesia and our acquisition in Mexico. The higher volumes in our Performance Chemicals segment were primarily due to higher demand in our battery materials product line. The increase in battery materials volumes was driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers.

Selling and Administrative Expenses

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Selling and administrative expenses

 

$

73

 

 

$

62

 

 

$

209

 

 

$

192

 

 

Selling and administrative expenses increased by $11 million and $17 million, respectively, for the three and nine months ended June 30, 2026 compared to the same periods of fiscal 2025. The higher selling and administrative expenses for the three and nine months ended June 30, 2026 compared to the same period of fiscal 2025 were primarily due to higher legal and digital expenses.

Research and Technical Expenses

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Research and technical expenses

 

$

13

 

 

$

15

 

 

$

40

 

 

$

44

 

Research and technical expenses decreased by $2 million and $4 million, respectively, for the three and nine months ended June 30, 2026 compared to the same periods of fiscal 2025 primarily due to cost management efforts.

25


 

Interest and Dividend Income, Interest Expense and Other Income (Expense)

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Interest and dividend income

 

$

8

 

 

$

7

 

 

$

22

 

 

$

20

 

Interest expense

 

$

(18

)

 

$

(19

)

 

$

(54

)

 

$

(56

)

Other income (expense)

 

$

(30

)

 

$

 

 

$

(28

)

 

$

2

 

 

Interest and dividend income increased by $1 million and $2 million, respectively, for the three and nine months ended June 30, 2026 compared to the same periods of fiscal 2025 primarily due to higher average cash balances and higher interest rates on cash and investments in South America.

Interest expense decreased by $1 million for the three months ended June 30, 2026 compared to the same period of fiscal 2025 primarily due to lower average short-term borrowings. Interest expense decreased by $2 million for the nine months ended June 30, 2026 compared to the same periods of fiscal 2025 primarily due to lower average balances and lower rates on short term borrowings

Other income (expense) increased by $30 million for the three and nine months ended June 30, 2026 compared to the same periods of fiscal 2025 primarily due to a settlement charge for the termination of two pension plans in the U.K.

(Provision) Benefit for Income Taxes and Effective Tax Rate

 

 

 

Three Months Ended June 30

 

 

 

2026

 

 

2025

 

 

 

(Provision) / Benefit for Income Taxes

 

 

Rate

 

 

(Provision) / Benefit for Income Taxes

 

 

Rate

 

Dollars in millions

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate

 

$

(46

)

 

 

79

%

 

$

(43

)

 

 

28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

 

(Provision) / Benefit for Income Taxes

 

 

Rate

 

 

(Provision) / Benefit for Income Taxes

 

 

Rate

 

Dollars in millions

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate

 

$

(127

)

 

 

43

%

 

$

(133

)

 

 

29

%

 

For the third quarter of fiscal 2026, the (Provision) benefit for income taxes was a provision of $46 million compared to a provision of $43 million for the same period in fiscal 2025 with the change primarily due to lower earnings, change in the mix of earnings and a net discrete tax expense of $19 million primarily related to changes in valuation allowance as a result of ceasing carbon black production at our plant in Campana, Argentina. Our income taxes are affected by the mix of earnings in the tax jurisdictions in which we operate and by the presence of valuation allowances in certain tax jurisdictions.

For the nine months ended June 30, 2026, the (Provision) benefit for income taxes was a provision of $127 million compared to a provision of $133 million for the same period in fiscal 2025 with the change primarily due to lower earnings, change in the mix of earnings, a net discrete tax expense of $30 million primarily related to changes in valuation allowance as a result of ceasing carbon black production at our plant in Campana, Argentina and withholding taxes on dividend distribution from our China subsidiary. Our income taxes are affected by the mix of earnings in the tax jurisdictions in which we operate and by the presence of valuation allowances in certain tax jurisdictions.

Equity in Earnings of Affiliated Companies and Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Equity in earnings of affiliated companies,
   net of tax

 

$

2

 

 

$

1

 

 

$

5

 

 

$

5

 

Net income (loss) attributable to
   noncontrolling interests, net of tax

 

$

8

 

 

$

12

 

 

$

27

 

 

$

34

 

 

26


 

Equity in earnings of affiliated companies, net of tax, increased by $1 million and was unchanged for the three and nine months ended June 30, 2026, respectively, compared to the same periods of fiscal 2025. The increase for the three months ended June 30, 2026 compared to the same period of fiscal 2025 was primarily due to higher profitability of our equity affiliate in Venezuela.

Net income (loss) attributable to noncontrolling interests, net of tax, decreased by $4 million and $7 million, respectively, for the three and nine months ended June 30, 2026 compared to the same periods of fiscal 2025 primarily due to lower profitability of our joint venture in the Czech Republic.

Net Income Attributable to Cabot Corporation

In the third quarter of fiscal 2026 and 2025, we reported Net income (loss) attributable to Cabot Corporation of $6 million ($0.12 per diluted common share) and $101 million ($1.86 per diluted common share), respectively. The lower Net income in the third quarter of fiscal 2026 compared with the same period in fiscal 2025 was primarily due to higher expenses related to restructuring activities ($39 million), lower segment EBIT in our Reinforcement Materials segment ($31 million) and a settlement charge for the termination of two pension plans in the U.K. ($29 million) partially offset by higher Segment EBIT in our Performance Chemicals segment ($11 million).

In the first nine months of fiscal 2026 and 2025, we reported Net income (loss) attributable to Cabot Corporation of $147 million ($2.77 per diluted common share) and $288 million ($5.22 per diluted common share), respectively. The lower Net income in the first nine months of fiscal 2026 compared with the same period in fiscal 2025 was primarily due to lower segment EBIT in our Reinforcement Materials segment ($97 million), higher expenses related to restructuring activities ($51 million) and a settlement charge for the termination of two pension plans in the U.K. ($29 million) partially offset by higher segment EBIT in our Performance Chemicals segment ($23 million).

Third quarter of Fiscal 2026 versus Third quarter of Fiscal 2025—By Business Segment

Reinforcement Materials

Sales and EBIT for Reinforcement Materials for the third quarter of fiscal 2026 and 2025 were as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Reinforcement Materials Sales

 

$

599

 

 

$

573

 

 

$

1,663

 

 

$

1,778

 

Reinforcement Materials EBIT

 

$

97

 

 

$

128

 

 

$

292

 

 

$

389

 

Sales in Reinforcement Materials increased by $26 million in the third quarter of fiscal 2026 compared to the same period of fiscal 2025 primarily due to higher volumes ($33 million) and the favorable impact from foreign currency translation ($12 million) partially offset by less favorable pricing and product mix ($20 million). The higher volumes were primarily due to higher demand in Asia Pacific and the Americas, including higher volumes from our capacity addition in Indonesia and our acquisition in Mexico. The less favorable pricing and product mix was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements.

Sales in Reinforcement Materials decreased by $115 million in the first nine months of fiscal 2026 compared to the same period of fiscal 2025 primarily due to less favorable pricing and product mix ($173 million) partially offset by the favorable impact from foreign currency translation ($50 million) and higher volumes ($12 million). The less favorable pricing and product mix was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements, lower raw materials costs which are generally passed through to our customers and lower pricing from increased competitive intensity in Asia Pacific. The higher volumes were primarily due to higher demand in Asia Pacific, including increased sales volume from our capacity addition in Indonesia and our acquisition in Mexico.

EBIT in Reinforcement Materials in the third quarter of fiscal 2026 decreased by $31 million compared to the same period of fiscal 2025. The decrease in EBIT was primarily driven by lower gross profit per ton ($40 million) and higher selling and administrative expenses ($4 million) partially offset by higher volumes ($14 million). The lower gross profit per ton was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements and the higher selling and administrative expenses were primarily due to higher legal expenses. The higher volumes were primarily due to higher demand in Asia Pacific and the Americas, including higher volumes from our capacity addition in Indonesia and our acquisition in Mexico.

EBIT in Reinforcement Materials decreased by $97 million in the first nine months of fiscal 2026 compared to the same period of fiscal 2025. The decrease in EBIT was primarily driven by lower gross profit per ton ($105 million) partially offset by higher volumes ($6 million). The lower gross profit per ton was primarily due to less favorable pricing and product mix in our 2026 calendar year customer agreements and lower pricing from increased competitive intensity in Asia Pacific. The higher volumes were primarily

27


 

due to higher demand in Asia Pacific, including increased sales volume from our capacity addition in Indonesia and our acquisition in Mexico.

As we look to the fourth quarter of the fiscal year, we expect the Reinforcement Materials segment EBIT to modestly decline sequentially from the third quarter of fiscal 2026 due to lower expected seasonal volume and regional mix impacts.

Performance Chemicals

Sales and EBIT for Performance Chemicals for the third quarter of fiscal 2026 and 2025 were as follows:

 

 

 

Three Months Ended June 30

 

 

Nine Months Ended June 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

(In millions)

 

Performance Chemicals Sales

 

$

351

 

 

$

320

 

 

$

979

 

 

$

942

 

Performance Chemicals EBIT

 

$

68

 

 

$

57

 

 

$

175

 

 

$

152

 

 

Sales in Performance Chemicals increased by $31 million in the third quarter of fiscal 2026 compared to the same period of fiscal 2025 primarily due to the higher volumes ($18 million), the favorable impact from foreign currency translation ($7 million) and more favorable pricing and product mix ($5 million). The higher volumes were primarily due to higher demand in our battery materials and fumed metal oxides product lines. The increase in battery materials volumes was driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers. The increase in fumed metal oxides volumes was driven by growth in electronics applications. The more favorable pricing and product mix was primarily due to price increases implemented ahead of rising material costs and a favorable product mix.

Sales in Performance Chemicals increased by $37 million in the first nine months of fiscal 2026 compared to the same period of fiscal 2025 primarily due to the favorable impact from foreign currency translation ($27 million) and higher volumes ($8 million). The higher volumes were primarily due to higher demand in our battery materials product line driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers.

EBIT in Performance Chemicals increased by $11 million in the third quarter of fiscal 2026 compared to the same period of fiscal 2025 primarily due to higher volumes ($8 million) and higher gross profit per ton ($3 million). The higher volumes were primarily due to higher demand in our battery materials and fumed metal oxides product lines. The higher gross profit per ton was primarily due to price increases implemented ahead of rising material costs and a favorable product mix in our specialty carbons product line.

EBIT in Performance Chemicals increased by $23 million in the first nine months of fiscal 2026 compared to the same period of fiscal 2025 primarily due to a higher gross profit per ton ($18 million), higher volumes ($4 million) and the favorable impact from foreign currency translation ($2 million). The higher gross profit per ton was primarily due to price increases implemented ahead of rising material costs, a favorable product mix and optimization efforts. The higher volumes were primarily due to higher demand in our battery materials product line driven by higher demand for electric vehicles and battery energy storage systems and our strengthening participation with market-leading global battery manufacturers.

As we look to the fourth quarter of the fiscal year, we expect the Performance Chemicals segment EBIT to decline sequentially from the third quarter of fiscal 2026 due to lower expected sequential volumes and the expectation that gross profit per ton will normalize as raw material costs are expected to catch up to the pricing actions we implemented in the third quarter.

 

Liquidity and Capital Resources

Overview

Our liquidity position, as measured by cash and cash equivalents plus borrowing availability, decreased by $126 million during the first nine months of fiscal 2026, largely reflecting a higher commercial paper balance at June 30, 2026 due to our funding of our acquisition of MXCB and higher net working capital. As of June 30, 2026, we had cash and cash equivalents of $250 million and borrowing availability under our revolving credit agreement of $1.1 billion.

During the third quarter of fiscal 2026, we entered into a new $1.3 billion unsecured revolving credit agreement (the “U.S. Credit Agreement”) with JPMorgan Chase Bank, N.A. and JPMorgan SE, as Administrative Agent, Citibank, N.A., as Syndication Agent, and the other lenders party thereto, which matures in May 2031. Concurrently with entering into the U.S. Credit Agreement, we terminated our $1 billion revolving credit agreement with JPMorgan Chase Bank, N.A., and the other lenders party thereto, and our €300 million revolving credit agreement with PNC Bank, National Association, and the other lenders party thereto (the “Euro Credit Agreement”), both of which were scheduled to mature in August 2027. The U.S. Credit Agreement supports our issuance of commercial paper, and borrowings under it may be used for working capital, letters of credit and other general corporate purposes.

28


 

As of June 30, 2026, we were in compliance with the debt covenant under the U.S. Credit Agreement, which, with limited exceptions, requires us to comply on a quarterly basis with a leverage test requiring the ratio of consolidated net debt to consolidated EBITDA not to exceed 3.75 to 1.00. Consolidated net debt is defined as consolidated debt offset by the lesser of (i) unrestricted cash and cash equivalents and (ii) $200 million.

A significant portion of our business occurs outside the U.S. and our cash generation does not always align geographically with our cash needs. The vast majority of our cash and cash equivalent holdings tend to be held outside the U.S. We generally use a combination of U.S. earnings, repatriation of certain foreign earnings, commercial paper issuances and borrowings under our U.S. Credit Agreement to meet our U.S. cash needs. With the exception of Argentina, which has some currency controls that prevent the distribution of cash, we are generally able to move cash throughout the Company through our cash pooling structures, intercompany accounts and/or distributions, as needed. Although we repatriate certain foreign earnings, cash held by foreign subsidiaries is generally considered permanently reinvested and is used to finance the subsidiaries’ operational activities and future investments. We usually reduce our commercial paper balance and, if applicable, borrowings under our U.S. Credit Agreement, at quarter-end using cash derived from customer collections, including the utilization of customer supply chain financing programs, settlement of intercompany balances and short-term intercompany loans. If additional funds are needed in the U.S., we expect to be able to repatriate cash, including cash from China, while paying any withholding or other taxes. Changes in regulations and tax laws in the U.S. or foreign countries could restrict our ability to transfer funds or impose material costs on such transfers.

As of June 30, 2026, we had $84 million of borrowings under the U.S. Credit Agreement. At September 30, 2025, we had $130 million of borrowings under the Euro Credit Agreement and no borrowings under the $1.0 billion U.S. Credit Agreement. There was $118 million and $6 million of commercial paper outstanding as of June 30, 2026 and September 30, 2025, respectively.

We anticipate sufficient liquidity from (i) cash on hand; (ii) cash flows from operating activities; and (iii) cash available from the U.S. Credit Agreement and our commercial paper program to meet our operational and capital investment needs and financial obligations for both the next twelve months and the foreseeable future. The liquidity we derive from cash flows from operations is, to a large degree, predicated on our ability to collect our receivables in a timely manner, the cost of our raw materials, and our ability to manage inventory levels.

The following discussion of the changes in our cash balance refers to the various sections of our Consolidated Statements of Cash Flows.

Cash Flows from Operating Activities

Cash provided by operating activities, which consists of net income adjusted for the various non-cash items included in income, changes in working capital and changes in certain other balance sheet accounts, totaled $278 million in the first nine months of fiscal 2026 compared to $446 million of cash provided by operating activities during the same period of fiscal 2025.

Cash provided by operating activities in the first nine months of fiscal 2026 was driven by business earnings excluding the non-cash impacts of depreciation and amortization of $140 million, long-lived asset impairment charge of $24 million and employee benefit plan settlement charge of $29 million, which were partially offset by an increase in net working capital of $58 million. The increase in net working capital was largely driven by increases in Accounts and notes receivable and Inventories, which was partially offset by an increase in Accounts payable and accrued liabilities.

Cash provided by operating activities in the first nine months of fiscal 2025 was driven by business earnings excluding the non-cash impacts of depreciation and amortization of $114 million and cash dividends received from our equity investments of $13 million, which was offset by an increase in net working capital of $13 million. The increase in net working capital was largely driven by a decrease in Accounts Payable and accrued liabilities offset by a decrease in Accounts and notes receivable and Inventories.

Cash Flows from Investing Activities

Investing activities consumed $216 million of cash in the first nine months of fiscal 2026 compared to $239 million of cash consumed during the same period of fiscal 2025.

In the first nine months of fiscal 2026 and 2025, investing activities included $152 million and $210 million, respectively, of capital expenditures for sustaining and compliance capital projects at our operating facilities as well as growth-related capital. In addition, in the second quarter of fiscal 2026, investing activities included $66 million of cash paid, net of cash acquired, for the acquisition of MXCB and in the first quarter of fiscal 2025, investing activities included $27 million for cash paid for an asset acquisition, both of which are described in Note C of our Notes to the Consolidated Financial Statements.

Capital expenditures for fiscal 2026 are expected to be between $200 million and $215 million. Our planned capital spending program for fiscal 2026 is for sustaining, compliance and improvement capital projects at our operating facilities.

 

 

29


 

Province of Ontario Ministry of Environment, Conservation and Parks’ (“MECP”) Regulation 419

 

As described in Part 1, Item 1 of the 2025 Form 10-K under the heading “Safety, Health, Environment, and Sustainability”, a new regulation for sulfur dioxide emissions went into effect on July 1, 2023 for our reinforcing carbons plan in Sarnia, Ontario. We are out of compliance with this new air standard, and under the terms of the current abatement plan we have in place with the MECP regarding this requirement, we are required to install air pollution controls at the plant by July 1, 2028, with specified milestones before that date. Given current trade dynamics and the implications on our business in Sarnia, we have requested an extension of the July 1, 2028 compliance deadline, which is under consideration by MECP. To date, our ability to operate our reinforcing carbons plant in Sarnia has not been restricted as we are working with MECP on a solution.

Cash Flows from Financing Activities

Financing activities consumed $88 million of cash in the first nine months of fiscal 2026 compared to $190 million of cash consumed during the same period of fiscal 2025.

In the first nine months of fiscal 2026, financing activities primarily consisted of repurchases of common stock of $101 million, dividend payments of $72 million and $47 million to common stockholders and noncontrolling interests, respectively, and net repayments of long-term debt of $39 million, which includes repayments of $133 million partially offset by proceeds of $94 million. These payments were partially offset by net proceeds from the issuance of commercial paper of $112 million and net proceeds from short-term borrowings of $59 million.

In the first nine months of fiscal 2025, financing activities primarily consisted of repurchases of common stock of $129 million and dividend payments of $71 million and $57 million to common stockholders and noncontrolling interests, respectively. These payments were partially offset by net proceeds from the issuance of commercial paper of $52 million and net proceeds from short-term borrowings of $3 million.

Forward-Looking Information

This report on Form 10-Q contains “forward-looking statements” under the Federal securities laws. These forward-looking statements address expectations or projections about the future, including our expectations regarding our future business performance and overall prospects, including for EBIT in our business segments in the fourth quarter of fiscal 2026, and the principal assumptions underlying these expectations, including demand for our products, the sufficiency of our cash on hand, cash provided from operations and cash available under our credit and commercial paper facilities to fund our cash requirements in both the next twelve months and the foreseeable future; anticipated capital spending; cash requirements and uses of available cash, including future cash outlays associated with respirator liabilities and reorganization activity and the timing of such outlays; amortization expenses; the amounts and timing of the charges we expect to record and the estimates of the total costs of restructuring plans and expected cash outlays in connection with reorganization activities; our operating tax rate; and the possible outcome of legal and environmental proceedings. From time to time, we also provide forward-looking statements in other materials we release to the public and in oral statements made by authorized officers.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control or difficult to predict. If known or unknown risks materialize, our actual results could differ materially from those expressed in the forward-looking statements.

In addition to factors described elsewhere in this report, the following are some of the factors that could cause our actual results to differ materially from those expressed in our forward-looking statements: industry capacity utilization, shifts in the geographic area of tire production, and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials, including with respect to the Russian invasion of Ukraine or the conflict in the Middle East; a significant adverse change in a customer or joint venture relationship or the failure of a customer or joint venture partner to perform its obligations under agreements with us; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; in connection with our restructuring activities in Campana and The Netherlands, finalization of employee severance arrangements, finalization of the accounting impact of the closures, higher than expected demolition, site clearing, environmental remediation or asset retirement costs, and our ability to successfully consolidate production in fewer plants, and to maintain customer volumes as we consolidate production; unanticipated delays in or increased costs of site development projects; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; litigation or legal proceedings; interest rates, tax rates, tariffs, currency exchange controls, and fluctuations in foreign currency; and the accuracy of the assumptions we used in establishing reserves for our share of liability for respirator claims. These other factors and risks are discussed more fully in our 2025 10-K.

 

30


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the period ended June 30, 2026 does not differ materially from that discussed under Item 7A of our 2025 10-K.

Item 4. Controls and Procedures

As of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of that date.

There were no changes in our internal controls over financial reporting that occurred during our fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II. Other Information

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

Issuer Purchases of Equity Securities

The table below sets forth information regarding Cabot’s purchases of its equity securities during the quarter ended June 30, 2026:

 

Period

 

Total Number of
Shares
Purchased
(1)(2)

 

 

Average Price
Paid per Share

 

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
(1)

 

 

Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
(1)

 

April 1, 2026 - April 30, 2026

 

 

 

 

 

 

 

 

 

 

 

8,069,320

 

May 1, 2026 - May 31, 2026

 

 

 

 

$

 

 

 

 

 

 

8,069,320

 

June 1, 2026 - June 30, 2026

 

 

 

 

$

 

 

 

 

 

 

8,069,320

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

(1)
On December 3, 2024, Cabot publicly announced that the Board of Directors authorized the Company to repurchase up to an additional ten million shares of its common stock on the open market or in privately negotiated transactions. The authorization does not have a set expiration date.
(2)
Total number of shares purchased does not include 1,514 shares withheld to pay taxes on the vesting of equity awards made under the Company's equity incentive plans or to pay the exercise price of options exercised during the period.

 

Item 5. Other Information

Rule 10b5-1 Trading Plans

During our fiscal quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f)) under the Securities Exchange Act of 1934, as amended, entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

 

 

31


 

Item 6. Exhibits

 

Exhibit No.

 

Description

 

 

 

Exhibit 3.1

 

Restated Certificate of Incorporation of Cabot Corporation effective January 9, 2009 (incorporated herein by reference to Exhibit 3.1 of Cabot’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008, file reference 1-5667, filed with the SEC on February 9, 2009).

 

 

 

Exhibit 3.2*

 

The By-laws of Cabot Corporation as amended May 11, 2023.

 

 

 

Exhibit 10.1

 

Credit Agreement, dated May 12, 2026, by and among Cabot Corporation, JPMorgan Chase Bank, N.A., J.P.

Morgan SE, Citibank, N.A., PNC Bank, National Association, Bank of America, N.A., U.S. Bank, National

Association, ING Bank N.V. Dublin Branch, Banco Bilbao Vizcaya Argentaria, S.A., and the other lenders party

thereto (incorporated herein by reference to Exhibit 10.1 of Cabot’s Current Report on Form 8-K, file reference

1-5667, filed with the SEC on May 14, 2026).

 

 

 

Exhibit 31.1*

 

Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

 

 

 

Exhibit 31.2*

 

Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

 

 

 

Exhibit 32**

 

Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

 

 

 

Exhibit 101.INS*

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

Exhibit 101.SCH*

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.

 

 

 

Exhibit 104*

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included in Exhibit 101).

 

* Filed herewith.

** Furnished herewith.

32


 

SIGNATURES

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.

 

 

 

CABOT CORPORATION

 

 

 

 

Date: August 4, 2026

 

By:

/s/ Erica McLaughlin

 

 

 

Erica McLaughlin

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(duly authorized officer)

 

 

 

 

 

 

 

 

Date: August 4, 2026

 

By:

/s/ Lisa m. Dumont

 

 

 

Lisa M. Dumont

 

 

 

Vice President, Chief Accounting Officer and Controller

(chief accounting officer)

 

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