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A. Operating Results
The following discussion and analysis of the financial condition and results of operations of Titan America should be read together with our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with related notes thereto, included elsewhere in this document. The discussion and analysis should also be read together with the sections entitled “Risk Factors.” The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information” included elsewhere in this document. Certain total amounts may not sum due to rounding.
Basis of Presentation
Our annual consolidated financial statements included elsewhere in this document are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The definition of IFRS also encompasses all valid International Accounting Standards, as well as all interpretations of the International Financial Reporting Interpretations Committee, including those formally issued by the Standing Interpretations Committee. These financial statements have been prepared under the historical cost convention, except for certain financial assets and liabilities (including derivative financial instruments) and defined benefit pension plan assets, which are measured at fair value.
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Our consolidated financial statements included elsewhere in this document present the historical results of operations, financial position and cash flows of Titan Atlantic and its consolidated subsidiaries, including Titan America LLC and its subsidiaries, prior to our IPO. Historical earnings per share have been retrospectively presented to reflect the capital structure following the contribution of Titan Cement Atlantic Single Member Industrial and Commercial S.A. (“Titan Atlantic”) to Titan America SA. Titan America’s STET business is included in the Company’s historical operations for the years ended December 31, 2024 and December 31, 2023. The STET segment was divested on January 1, 2025 to Titan Cement Netherlands B.V., a wholly-owned subsidiary of Titan SA. For the fiscal year ended December 31, 2024, the STET segment generated external segment revenue of $1.9 million and segment adjusted EBITDA of $(6.1) million. For the fiscal year ended December 31, 2023, the STET segment generated external segment revenue of $2.0 million and segment adjusted EBITDA of $(6.4) million.
All references to “tons” in this Operating and Financial Review and Prospects refer to short-tons, as defined in the relevant context.
Financial Metrics and Financial Highlights
The following table presents a summary of financial metrics for the fiscal years ended December 31, 2025, 2024 and 2023.
Year Ended December 31
2025 2024 2023
($ in thousands)
Revenue $ 1,664,188 $ 1,634,393 $ 1,591,601
Operating income 268,111 251,388 225,636
Net income 185,439 166,074 155,244
Adjusted EBITDA(1) 389,664 370,400 328,373
Net cash provided by operating activities 295,414 248,037 227,125
Free Cash Flow(1) 132,098 110,766 108,522
Return on Average Capital Employed(2) 19.5% 21.3% 20.7%
Total Debt(3) 462,413 460,183 409,413
Net Debt(1)(3) 250,663 448,059 387,377
Ratio of Total Debt to Net Income(3) 2.5 to 1.0 2.8 to 1.0 2.6 to 1.0
Ratio of Net Debt to Adjusted EBITDA(1)(3) 0.6 to 1.0 1.2 to 1.0 1.2 to 1.0
(1)Adjusted EBITDA, Free Cash Flow, Net Debt and Ratio of Net Debt to Adjusted EBITDA are non-IFRS financial measures we use to measure the performance, level of indebtedness and liquidity of our business. For the definition of these measures and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS please see “—Non-IFRS Measures” below.
(2)Capital employed is defined as total stockholders’ equity plus short-term debt, long-term debt, short-term lease liabilities and long-term lease liabilities. Average capital employed is calculated by taking the average of capital employed values at the beginning, mid-point and end of the latest twelve-month period. Return on Average Capital Employed (“ROACE”) is calculated by dividing operating income by average capital employed.
(3)Total Debt, Ratio of Total Debt to Net Income, Net Debt and Ratio of Net Debt to Adjusted EBITDA are balance sheet metrics and are presented as of the last day of each fiscal period.
The principal factors in evaluating our financial condition and operating results for the fiscal year ended December 31, 2025, as compared to the fiscal December 31, 2024, are:
•Revenue increased $29.8 million, or 2%, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, primarily as a result of increases in product pricing for aggregates and ready-mix concrete and increase in aggregates sales volumes partially offset by decreases in sales volumes for cement and concrete block. Despite unfavorable weather events along the U.S. East Coast in the first half of the year, revenue in both reportable segments grew moderately with our Florida and Mid-Atlantic segment external revenue rising by $26.8 million, or 3%, and $4.8 million, or 1%, respectively, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024. Aggregates revenues grew strongly, rising by $33.1 million for the fiscal year ended December 31, 2025 compared to the fiscal year
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ended December 31, 2024. Ready mix concrete and fly ash saw moderate revenue growth of $10.7 million and $6.7 million, respectively, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024. Concrete block and cement revenue declined by $5.8 million and $12.9 million, respectively, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, primarily resulting from lower external sales volumes.
•Average external sales prices increased by 3% in aggregates, 1% in ready-mix concrete and 6% in fly ash and decreased 2% in concrete block for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024. Cement average external sales prices were largely unchanged from the prior year - decreasing less than 1% for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
•External sales volumes increased by 37% in aggregate, 24% in fly ash, remained flat in ready-mix concrete and declined by 2% in concrete block, and 2% in cement for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
•Operating income increased by $16.7 million, or 7%, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, as a result of the $29.8 million growth in revenue, which more than offset the rises in cost of goods sold of $11.5 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
•Net income increased $19.4 million, or 12%, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, primarily as a result of the aforementioned improvement in operating income coupled with a $3.6 million decrease in finance cost, net. Net income grew faster than the income before income taxes, benefitting from a 147 basis point decrease in our effective tax rate for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
As summarized in the tables below:
•Adjusted EBITDA increased $19.3 million or 5%, for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
•Net cash provided by operating activities increased to $295.4 million for the fiscal year ended December 31, 2025, compared to $248.0 million for the fiscal year ended December 31, 2024.
•Free Cash Flow increased to $132.1 million for the fiscal year ended December 31, 2025, compared to $110.8 million for the fiscal year ended December 31, 2024.
•Total Debt increased to $462.4 million at December 31, 2025 compared to $460.2 million at December 31, 2024 and our Ratio of Total Debt to Net Income improved to 2.5 to 1.0 at December 31, 2025 from 2.8 to 1.0 at December 31, 2024.
•Net Debt decreased to $250.7 million at December 31, 2025 compared to $448.1 million at December 31, 2024 and our Ratio of Net Debt to Adjusted EBITDA improved to 0.6 to 1.0 from 1.2 to 1.0 at December 31, 2024.
Non-IFRS Measures
Adjusted EBITDA
We define Adjusted EBITDA, which is a non-IFRS financial measure we use to measure the performance of our business, as net income before finance cost, net, income tax expense, depreciation, depletion and amortization, further adjusted to remove the impact of additional items such as (gain)/loss on disposal of fixed assets, asset impairment (recovery)/loss, foreign exchange (gain)/loss, net, derivative financial instrument (gain)/loss, net, fair value loss on sale of accounts receivable, net, stock-based compensation and other non-recurring items, including certain IPO transaction costs associated with the Company’s 2025 IPO, acquisition-related expenses associated with the Company’s pending acquisition of Keystone Cement Company and the 2025 gain on the STET divestiture. Net income is the IFRS measure most directly comparable to Adjusted EBITDA.
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The table below presents our Adjusted EBITDA reconciled to net income for the periods indicated:
Year Ended December 31
2025 2024 2023
($ in thousands)
Net income $ 185,439 $ 166,074 $ 155,244
Finance cost, net 22,561 26,175 22,244
Income tax expense 59,403 57,544 47,134
Depreciation, depletion and amortization 108,716 99,941 91,079
Loss on disposal of fixed assets (4) 2,411 3,852
Asset impairment (recovery)/loss — — (609)
Foreign exchange loss/(gain), net 45,101 (20,846) 11,981
Derivative financial instrument (gain)/loss, net (41,841) 22,441 (10,967)
Fair value loss on sale of accounts receivable, net 4,012 4,620 6,113
Stock-based compensation 3,792 3,841 3,173
IPO transaction costs(1) 2,293 11,816 —
Acquisition related expenses(2) 2,661 — —
Other(3) (2,469) (3,617) (871)
Adjusted EBITDA $ 389,664 $ 370,400 $ 328,373
(1)In connection with the Company’s IPO, we have incurred incremental expenses which primarily consist of consulting, legal, and accounting fees that are not indicative of our ongoing costs.
(2)In connection with the Company’s recently announced pending acquisition of Keystone Cement Company, we have incurred incremental expenses which primarily consist of legal, environmental and consulting due diligence costs that are not indicative of our ongoing costs.
(3)Other includes, but is not limited to, the impacts on provisions for long-term environmental rehabilitation costs, including provisions for quarry restoration, arising from changes in discount rates, recoveries from insurance claims and other exceptional (gains)/losses or non-recurring items, including the 2025 gain of $2,552 on the STET divestiture (see footnote 1.1 in the accompanying financial statements).
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure used by management to assess liquidity and quantify the amount of net cash provided by operating activities remaining after deducting the net amount of cash invested to maintain and expand the tangible and intangible assets used to support our business. Free Cash Flow is comprised of net cash provided by operating activities adjusted by net payments for capital expenditures, which includes (i) investments in property, plant and equipment (“PP&E”), (ii) investments in identifiable intangible assets and (iii) proceeds from the sale of PP&E, net of disposition costs. Free Cash Flow does not include cash flows resulting from business acquisitions or disposals.
The IFRS measure most directly comparable to Free Cash Flow is net cash provided by operating activities. Reconciliation of Free Cash Flow to its nearest IFRS measure is presented below:
Year Ended December 31
2025 2024 2023
($ in thousands)
Net cash provided by operating activities $ 295,414 $ 248,037 $ 227,125
Adjusted by:
Investments in property, plant and equipment (160,545) (135,421) (117,144)
Investments in identifiable intangible assets (3,837) (1,591) (1,600)
Proceeds from the sale of PP&E, net of disposition costs 1,066 (259) 141
Net Capital Expenditures (163,316) (137,271) (118,603)
Free Cash Flow $ 132,098 $ 110,766 $ 108,522
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Net Debt
Net Debt is a non-IFRS financial measure as it comprises the sum of short and long-term debt and short and long-term lease liabilities less cash and cash equivalents. Net Debt is used by management to assess our operating performance, financial condition and measure the effective level of indebtedness of the Company. Reconciliation of Net Debt to its nearest IFRS measures is presented below:
Year Ended December 31
2025 2024
($ in thousands)
Short-term borrowings, including accrued interest $ 5,387 $ 33,608
Long-term borrowings 390,438 358,222
Short-term lease liabilities 11,168 12,386
Long-term lease liabilities 55,420 55,967
Total Debt 462,413 460,183
Less:
Cash and cash equivalents (211,750) (12,124)
Net Debt $ 250,663 $ 448,059
Ratio of Net Debt to Adjusted EBITDA
The Ratio of Net Debt to Adjusted EBITDA is a non-IFRS financial measure derived by dividing Net Debt by Adjusted EBITDA. The Company considers the ratio of net debt to Adjusted EBITDA to be a performance measure providing relevant financial leverage information to management, investors and other users of the Company’s financial information. Reconciliations of Net Debt and Adjusted EBITDA to the nearest IFRS measures are presented above. The Company’s Ratio of Net Debt to Adjusted EBITDA, and the ratio of each of the most directly comparable measures to Net Debt and Adjusted EBITDA presented in accordance with IFRS as of the dates shown was as follows:
Year Ended December 31
2025 2024
($ in thousands)
IFRS:
Short-term borrowings, including accrued interest $ 5,387 $ 33,608
Long-term borrowings 390,438 358,222
Short-term lease liabilities 11,168 12,386
Long-term lease liabilities 55,420 55,967
Total Debt $ 462,413 $ 460,183
Net Income 185,439 166,074
Ratio of Total Debt to Net Income 2.5x 2.8x
Non-IFRS:
Net Debt $ 250,663 $ 448,059
Adjusted EBITDA $ 389,664 $ 370,400
Ratio of Net Debt to Adjusted EBITDA 0.6x 1.2x
Non-IFRS financial measures, including Adjusted EBITDA, Free Cash Flow, Net Debt and Ratio of Net Debt to Adjusted EBITDA are utilized by the Company to provide additional insights into its financial and operational performance that may not be apparent from IFRS measures alone. These supplemental measures can aid in the comparability of the Company’s performance across different reporting periods by eliminating the effects of certain items that can vary significantly from one period to another, such as capital structure changes, non-operating items and other non-recurring or non-cash adjustments. Management finds these supplemental measures useful in assessing financial performance, operational efficiency, making strategic decisions and providing supplemental analysis of the Company’s ability to generate cash, service debt and fund investments.
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However, these non-IFRS measures have limitations and should not be considered in isolation or as a substitute for the IFRS financial measures. One key limitation is the lack of standardization, which means they may be defined and calculated differently by other companies, potentially leading to reduced comparability. Additionally, these measures may exclude costs that are necessary to understand the Company’s overall financial performance. For instance, Adjusted EBITDA adjusts net income for certain items, but it is important to recognize that the Company may incur similar expenses in the future. Likewise, while Free Cash Flow indicates the cash which may be available for discretionary purposes, it does not account for non-discretionary expenditures such as debt service costs and income tax obligations. Net Debt provides insight into the net borrowing position, but it does not consider the liquidity and maturity profile of the underlying debt and cash and cash equivalents positions. The Ratio of Net Debt to Adjusted EBITDA provides insight into the Company’s ability to pay debts, but it does not consider all liabilities and can be sensitive to short term changes in operating performance.
Investors and analysts are encouraged to evaluate each of these adjustments and the reasons management considers them appropriate for supplemental analysis. It is also essential to be aware that the Company may modify the presentation of these non-IFRS measures in the future, and any such modification may be material. As a result, these measures may not be indicative of future performance and may not be comparable to similarly titled measures used by other companies, thereby diminishing their utility. In summary, while non-IFRS measures can provide valuable additional context, they should be used in conjunction with the most directly comparable IFRS financial measures to ensure a balanced and comprehensive analysis of the Company’s financial results.
Components of Results of Operations
Revenue – Substantially all of the Company’s revenue is derived from sales of cement, fly ash, aggregates, ready-mix concrete and concrete block. Sales transactions result from customer requests received in response to Company quotes or negotiated purchase orders (collectively “Orders”). Orders specify products, contractual terms and conditions, estimated quantities, and pre-determined prices over established time periods. Once an Order is in place, the customer requests the delivery of specific products and volumes under the general terms and conditions contained therein.
Products generally remain the property of the Company until received by the customer, and the Company provides a warranty that the materials comply with the specifications contained in the Order. The contracts can generally be cancelled with or without cause at any time, with each party having responsibility for any rights and obligations accrued up to the time of termination. Each request by a customer under an Order produces a sales contract for the goods specified in such request. The Orders do not create enforceable rights or obligations on their own (an additional purchasing decision is required on the part of the customer). The warranties provided are assurance-type warranties and do not create separate performance obligations.
Revenue is primarily driven by factors such as construction activity levels, infrastructure development and urbanization trends, which influence the demand for our products. The construction industry’s health, influenced by economic conditions, interest rates and government spending on infrastructure, directly impacts our sales volumes. Additionally, regional market trends, including weather and seasonality trends, demographic shifts and the fiscal health of state and local governments, are closely monitored as they can significantly impact performance and vary between different geographic regions, such as the Florida and Mid-Atlantic reportable segments. Product pricing is influenced by supply/demand balances, product performance, reliability and service offerings.
Cost of goods sold – Cost of goods sold consists of all direct production and delivery costs and primarily includes material and inventory costs, payroll and related expenses, contract labor and related expenses, energy and fuel costs, freight and distribution expenses, repairs and maintenance costs, taxes (other than income taxes), short-term rentals, risk insurance, depreciation, depletion and amortization and other miscellaneous costs.
Our cost of goods sold is directly affected by fluctuations in raw materials costs, labor costs and energy prices. As a result, our gross profit can be significantly affected by changes in the underlying costs if they are not recovered through corresponding changes in revenue.
Selling expense – Selling expense represents the expenses associated with personnel, services and overhead involved specifically in sales activities. Selling expenses include payroll and related costs, overhead, travel and entertainment and other miscellaneous selling costs.
General and administrative expense – General and administrative expense includes payroll and related expense, management fees, service contracts, office costs, bank fees, professional fees, depreciation and amortization and other related costs. As we are now
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a public company, we estimate that our annual general and administrative expenses may increase solely as a result of the costs we expect to incur in maintaining Titan America, our Belgium-based holding company and the incremental compliance and reporting costs associated with being a public company – including increased internal labor costs and external professional fees. This increase is anticipated to negatively impact our profitability in the near term. Over the long term, we aim to manage these expenses to align with our growth and operational efficiencies.
Net impairment losses on financial assets – The Company assesses net impairment losses on financial assets such as trade receivables and derivative credit support payments, excluding derivatives at fair value through profit or loss, by estimating expected credit losses (“ECLs”). These ECLs represent the discounted difference between the contractual cash flows and the cash flows the Company anticipates receiving, using the asset’s original effective interest rate for discounting. For trade and other receivables, the Company employs a simplified approach, calculating lifetime expected credit losses to determine the appropriate allowance for impairment.
Fair value loss on sale of accounts receivable, net – The Company recognizes a fair value loss when it sells its trade accounts receivable to a Special Purpose Entity (“SPE”) at a discount. This discount reflects the time value of money, credit risk and other factors affecting the collectability of the receivables. The Company acts as the servicer for these receivables, handling credit administration and collections and receives a servicing fee from the SPE. The fair value loss is calculated net of the interest earned on notes receivable from the SPE and the servicing fees paid to the Company. Although the Company has transferred substantially all of the credit risks associated with the accounts receivable sold to the SPE, the Company may face potential losses on its notes receivable from the SPE if credit losses on the sold receivables exceed certain thresholds.
Finance cost, net – Finance costs comprise interest expense on borrowings and leases, line of credit commitment fees, net interest costs on pension and other post-employment benefits, accretion expense on provisions and other related finance costs. Finance income includes interest earned on cash and cash equivalents and other short-term investments. The net amount represents total finance costs incurred less total finance income earned by the Company during the period.
Foreign exchange (loss)/gain, net – The Company recognizes foreign exchange gains and losses which arise from settling transactions and revaluation of monetary assets and liabilities in foreign currencies (including the Company’s Euro-denominated borrowings), using the prevailing spot rates. These translation differences reflect the impact of currency fluctuations on the Company’s financial position and results of operations, with the U.S. dollar being the functional currency for our consolidated financial statements.
Derivative financial instrument gain/(loss), net – The Company engages in derivative financial instruments, including cross-currency swaps, interest rate swaps and foreign exchange forwards, to manage its exposure to foreign currency and interest rate fluctuations. The derivatives are used to fix the U.S. dollar cash flows associated with Euro denominated borrowings and to mitigate the impact of U.S. dollar/Euro exchange rate variations on other short-term obligations. The net gain or loss on derivatives reflects the market conditions affecting the valuation of these financial instruments.
Income tax expense – The Company’s income tax expense reflects the sum of current taxes due and the effect of deferred taxes, which arise from temporary differences between the accounting and tax treatment of assets and liabilities. The effective tax rate results from applying the statutory tax rate and adjusting for differences in tax rates across the jurisdictions where the Company operates, as well as other permanent and temporary differences. Deferred tax assets are recognized for items expected to provide future tax benefits, while deferred tax liabilities are recorded for future tax obligations. The Company’s tax strategy includes considerations for repatriating international earnings and managing changes in tax legislation, such as the OECD Pillar Two Model Rules (“Pillar Two”) minimum effective tax rate in Belgium.
Consolidated Results of Operations
Comparison of the fiscal year ended December 31, 2025 to the fiscal year ended December 31, 2024
The following table sets forth a summary of our consolidated results of operations for the periods indicated:
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Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Revenue $ 1,664,188 $ 1,634,393 $ 29,795 2 %
Cost of goods sold (1,229,202) (1,217,738) (11,464) 1 %
Gross profit 434,986 416,655 18,331 4 %
Selling expense (34,337) (33,623) (714) 2 %
General and administrative expense (130,092) (128,930) (1,162) 1 %
Net impairment losses on financial assets 479 (398) 877 (220) %
Fair value loss on sale of accounts receivable, net (4,012) (4,620) 608 (13) %
Other operating income, net 1,087 2,304 (1,217) (53) %
Operating income 268,111 251,388 16,723 7 %
Finance cost, net (22,561) (26,175) 3,614 (14) %
Foreign exchange (loss)/gain, net (45,101) 20,846 (65,947) (316) %
Derivative financial instrument gain/(loss), net 41,841 (22,441) 64,282 (286) %
Other non-operating income 2,552 — 2,552
Income before taxes 244,842 223,618 21,224 9 %
Income tax expense (59,403) (57,544) (1,859) 3 %
Net income $ 185,439 $ 166,074 $ 19,365 12 %
Revenue
The following table sets forth a summary of our consolidated revenue by segment for the periods indicated, and the changes between comparative periods.
Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Florida reportable segment $ 1,024,415 $ 997,575 $ 26,840 3 %
Mid-Atlantic reportable segment 639,773 634,946 4,827 1 %
STET segment(1) — 1,872 (1,872) (100) %
Consolidated Revenue $ 1,664,188 $ 1,634,393 $ 29,795 2 %
(1)STET segment is a nonreportable operating segment that develops, manufactures, sells and services triboelectrostatic separators and related equipment used to beneficiate fly ash, industrial minerals and food and feed organics. The STET segment was divested on January 1, 2025 to Titan Cement Netherlands B.V., a wholly-owned subsidiary of Titan SA.
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The following table presents our consolidated revenue by product type for the periods indicated:
Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Revenue
Cement $ 626,394 $ 639,312 $ (12,918) (2) %
Aggregates 115,328 82,190 33,138 40 %
Ready-mix concrete 745,896 735,174 10,722 1 %
Concrete block 147,655 153,474 (5,819) (4) %
Fly ash 28,607 21,954 6,653 30 %
Equipment and related services (1) — 1,872 (1,872) (100) %
Other goods and services 308 417 (109) (26) %
Consolidated Revenue $ 1,664,188 $ 1,634,393 $ 29,795 2 %
(1)Equipment and related services are attributable to the STET segment during the reporting periods presented. The STET segment was divested on January 1, 2025, and thus there was no equipment and related services revenue for the year ended December 31, 2025
The following table presents our sales volumes and average external selling price by product for the periods indicated:
Year Ended December 31
2025 2024 Change % Change
Volumes (thousands) (1) (2) (3)
Total cement volumes 5,544 5,682
Cement consumed internally (1,348) (1,418)
External cement volumes 4,196 4,264 (68) (2)%
Total aggregates volumes 8,360 7,229
Aggregates consumed internally (3,714) (3,826)
External aggregates volumes 4,646 3,403 1,243 37%
External ready-mix concrete volumes 4,594 4,583 11 —%
External concrete block volumes 63,315 64,665 (1,350) (2)%
Total fly ash volumes 695 574
Fly ash consumed internally (159) (140)
External fly ash volumes 536 434 102 24%
Average external selling price (4)
Cement $149.29 $149.93 $(0.64) —%
Aggregates $24.82 $24.15 $0.67 3%
Ready-mix concrete $162.36 $160.41 $1.95 1%
Concrete block $2.33 $2.37 $(0.04) (2)%
Fly ash $53.43 $50.59 $2.84 6%
(1)Sales volumes are shown in tons for cement, aggregates and fly ash; in cubic yards for ready-mix concrete; and in 8-inch equivalent units for concrete blocks.
(2)Cement, aggregates and fly ash consumed internally represents the quantity of those materials transferred to our ready-mix concrete and concrete block production lines for use in the production process. Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market prices. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
(3)Aggregates volumes exclude by-products.
(4)Average external selling prices are shown on a per ton basis for cement, aggregates and fly ash; on a per cubic yard basis for ready-mix concrete; and on a per 8-inch equivalent unit for concrete blocks.
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Consolidated revenues increased $29.8 million to $1,664.2 million for the fiscal year ended December 31, 2025 compared to $1,634.4 million for the fiscal year ended December 31, 2024, primarily driven by increases in volumes for aggregates and product pricing increases for ready-mix concrete. Segment external revenue in our Florida reportable segment increased $26.8 million, or 3%, to $1,024.4 million for the fiscal year ended December 31, 2025 from $997.6 million for the fiscal year ended December 31, 2024 while segment external revenue in our Mid- Atlantic reportable segment increased $4.8 million, or 1%, to $639.8 million for the fiscal year ended December 31, 2025 from $634.9 million for the fiscal year ended December 31, 2024.
Cement revenues decreased $12.9 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, primarily attributable to a 2% decrease in the quantity of external volume sold and a slight decrease in the average external selling price. Aggregates revenues increased $33.1 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, due to a 37% increase in external volume sold and a 3% increase in average external selling price. Revenues attributable to ready-mix concrete increased by $10.7 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, due to a 1% increase in the average external selling price and a slight increase in the quantity of external volume sold. Revenues attributable to concrete block decreased $5.8 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, with a 2% decrease in volume sold and a 2% decrease in average selling price. Additionally, fly ash revenues increased $6.7 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, due to a 24% increase in external volumes and a 6% increase in the average external selling price.
Cost of goods sold
Cost of goods sold increased $11.5 million to $1,229.2 million for the fiscal year ended December 31, 2025 compared to $1,217.7 million for the fiscal year ended December 31, 2024 but decreased as a percent of revenues to 74% in the fiscal year ended December 31, 2025 from 75% in the fiscal year ended December 31, 2024. Material and other inventory costs were 4% lower year-over-year primarily as a result of lower imports of cement at a lower import cost per ton (excluding an $8.3 million impact from tariffs implemented in 2025 under the U.S. International Emergency Economic Powers Act (“IEEPA”)). In addition, inventory change was flat in 2025 compared to a 2% decrease in 2024. Payroll and related expenses grew modestly at 2% as inflationary costs were partially mitigated by improved productivity. Contract labor and related expenses and repair and maintenance expenses were lower year over year by a combined $24.8 million. Offsetting these favorable impacts, energy and fuel costs increased by 3% year-over-year driven primarily by higher natural gas unit costs while continued investments in growth and productivity led to an increase in depreciation, depletion and amortization expense of $6.6 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
Selling expense
Selling expense increased by $0.7 million, or 2%, to $34.3 million for fiscal year ended December 31, 2025 compared to $33.6 million for the fiscal year ended December 31, 2024, primarily driven by an increase of $1.1 million in payroll and related expenses. Selling expense accounted for 2% of our revenues for the fiscal years ended December 31, 2025 and December 31, 2024.
General and administrative expense
General and administrative expense increased by $1.2 million, or 1%, to $130.1 million for the fiscal year ended December 31, 2025 compared to $128.9 million for the fiscal year ended December 31, 2024, primarily driven by an increase of $2.7 million in payroll and related expenses driven by an increase in headcount and a $1.8 million increase in management fees. These increases were partially offset by a $3.2 million decrease in service contracts. General and administrative expenses accounted for 8% of our revenues for the fiscal year ended December 31, 2025 and 8% of our revenues for the fiscal year ended December 31, 2024.
Finance cost, net
Finance cost, net decreased by $3.6 million, or 14%, to $22.6 million for the fiscal year ended December 31, 2025 compared to $26.2 million for the fiscal year ended December 31, 2024, primarily driven by increased interest income on cash proceeds from our initial public offering.
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Foreign exchange (loss)/gain, net
Net foreign exchange losses were $45.1 million for the fiscal year ended December 31, 2025 compared to a $20.8 million net gain for the fiscal year ended December 31, 2024, almost exclusively driven by the remeasurement of euro-denominated loan obligations as the U.S. dollar weakened against the Euro during the period.
Derivative financial instrument gain/(loss), net
Net derivative financial instrument gains were $41.8 million for the fiscal year ended December 31, 2025 compared to a $22.4 million net loss for the fiscal year ended December 31, 2024, resulting from foreign exchange forwards, as well as cross-currency and interest rate swaps used to hedge our foreign exchange exposure in euro-denominated borrowings.
Income tax expense
Income tax expense increased by $1.9 million, or 3%, to $59.4 million for the fiscal year ended December 31, 2025 compared to $57.5 million for the fiscal year ended December 31, 2024. The change in income tax expense was primarily driven by the increase in income before income taxes partially offset by a decrease in the effective tax rate primarily as a result of a lower burden from state income taxes and a higher benefit from mineral deposit depletion. The effective tax rate for the fiscal year ended December 31, 2025 was 24.3% compared to 25.7% for the fiscal year ended December 31, 2024.
Comparison of the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023
The following table sets forth a summary of our consolidated results of operations for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Revenue $ 1,634,393 $ 1,591,601 $ 42,792 3 %
Cost of goods sold (1,217,738) (1,228,112) 10,374 (1) %
Gross profit 416,655 363,489 53,166 15 %
Selling expense (33,623) (31,009) (2,614) 8 %
General and administrative expense (128,930) (99,909) (29,021) 29 %
Net impairment losses on financial assets (398) (1,224) 826 (67) %
Fair value loss on sale of accounts receivable, net (4,620) (6,113) 1,493 (24) %
Other operating income, net 2,304 402 1,902 NM(1)
Operating income 251,388 225,636 25,752 11 %
Finance cost, net (26,175) (22,244) (3,931) 18 %
Foreign exchange gain/(loss), net 20,846 (11,981) 32,827 (274) %
Derivative financial instrument (loss)/gain, net (22,441) 10,967 (33,408) (305) %
Income before taxes 223,618 202,378 21,240 10 %
Income tax expense (57,544) (47,134) (10,410) 22 %
Net income $ 166,074 $ 155,244 $ 10,830 7 %
(1)Not meaningful.
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Revenue
The following table sets forth a summary of our consolidated revenue by segment for the periods indicated, and the changes between comparative periods.
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Florida reportable segment $ 997,575 $ 969,932 $ 27,643 3 %
Mid-Atlantic reportable segment 634,946 619,683 15,263 2 %
STET segment(1) 1,872 1,986 (114) (6) %
Consolidated Revenue $ 1,634,393 $ 1,591,601 $ 42,792 3 %
(1)STET segment is a nonreportable operating segment that develops, manufactures, sells and services triboelectrostatic separators and related equipment used to beneficiate fly ash, industrial minerals and food and feed organics. The STET segment was divested on January 1, 2025 to Titan Cement Netherlands B.V., a wholly-owned subsidiary of Titan SA.
The following table presents our consolidated revenue by product type for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Revenue
Cement $ 639,312 $ 657,332 $ (18,020) (3) %
Aggregates 82,190 83,438 (1,248) (1) %
Ready-mix concrete 735,174 688,237 46,937 7 %
Concrete block 153,474 140,128 13,346 10 %
Fly ash 21,954 19,832 2,122 11 %
Equipment and related services (1) 1,872 1,986 (114) (6) %
Other goods and services 417 648 (231) (36) %
Consolidated Revenue $ 1,634,393 $ 1,591,601 $ 42,792 3 %
(1)Equipment and related services are attributable to the STET segment during the reporting periods presented.
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The following table presents our sales volumes and average external selling price by product for the periods indicated:
Year Ended December 31
2024 2023 Change % Change
Volumes (thousands) (1) (2) (3)
Total cement volumes 5,682 5,875
Cement consumed internally (1,418) (1,393)
External cement volumes 4,264 4,482 (218) (5) %
Total aggregates volumes 7,229 6,733
Aggregates consumed internally (3,826) (2,983)
External aggregates volumes 3,403 3,750 (347) (9) %
External ready-mix concrete volumes 4,583 4,507 76 2 %
External concrete block volumes 64,665 60,261 4,404 7 %
Total fly ash volumes 574 547
Fly ash consumed internally (140) (114)
External fly ash volumes 434 433 1 — %
Average external selling price (4)
Cement $ 149.93 $ 146.65 $ 3.28 2 %
Aggregates $ 24.15 $ 22.25 $ 1.90 9 %
Ready-mix concrete $ 160.41 $ 152.69 $ 7.72 5 %
Concrete block $ 2.37 $ 2.33 $ 0.04 2 %
Fly ash $ 50.59 $ 45.80 $ 4.79 10 %
(1)Sales volumes are shown in tons for cement, aggregates and fly ash; in cubic yards for ready-mix concrete; and in 8-inch equivalent units for concrete blocks.
(2)Cement, aggregates and fly ash consumed internally represents the quantity of those materials transferred to our ready-mix concrete and concrete block production lines for use in the production process. Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market prices. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
(3)Aggregates volumes exclude by-products.
(4)Average external selling prices are shown on a per ton basis for cement, aggregates and fly ash; on a per cubic yard basis for ready-mix concrete; and on a per 8-inch equivalent unit for concrete blocks.
Consolidated revenues increased $42.8 million to $1,634.4 million for the fiscal year ended December 31, 2024 compared to $1,591.6 million for the fiscal year ended December 31, 2023, primarily driven by increases in product pricing across all product lines, which was partially offset by reduced volume in cement and aggregates. Segment external revenue in our Florida reportable segment increased $27.6 million, or 3%, to $997.6 million for the fiscal year ended December 31, 2024 from $969.9 million for the fiscal year ended December 31, 2023 while segment external revenue in our Mid- Atlantic reportable segment increased $15.3 million, or 2%, to $634.9 million for the fiscal year ended December 31, 2024 from $619.7 million for the fiscal year ended December 31, 2023.
Cement revenues decreased $18.0 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, primarily attributable to a 5% decrease in the quantity of external volume sold, which was partially offset by a 2% increase in the average external selling price. Aggregates revenues decreased $1.2 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, due to a 9% decrease in external volume sold, partially offset by a 9% increase in average external selling price. Revenues attributable to ready-mix concrete increased by $46.9 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, due to a 5% increase in the average external selling price and a 2% increase in the quantity of external volume sold. Revenues attributable to concrete block increased $13.3 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, with a 7% increase in volume sold and a 2% increase in average selling price. Additionally, fly ash revenues increased $2.1 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, due to a 10% increase in the average external selling price while external volumes remained flat.
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Cost of goods sold
Cost of goods sold decreased $10.4 million to $1,217.7 million for the fiscal year ended December 31, 2024 compared to $1,228.1 million for the fiscal year ended December 31, 2023. Materials and other inventory costs decreased by $30.8 million as a result of lower imported cement volumes and pricing, partially offset by higher materials cost associated with increase sales volumes in ready-mix concrete and concrete block operations. Additionally, we saw decreases of $8.3 million in energy and fuel costs for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, where our cement operations benefited from lower unit costs of natural gas and the resulting shift away from higher cost kiln fuels. In addition, our cement, aggregates, ready-mix concrete and concrete block operations each benefited from lower average unit costs of diesel fuel. Inventory change decreased by $18.1 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023. These were partially offset by increases in payroll and related expenses increased of $20.0 million as a result of wage inflation. In addition, we saw increases of $6.4 million in distribution expense arising primarily from higher volume and inflationary increases, and $10.8 million in repairs and maintenance costs, primarily related to the complexity and duration of periodic maintenance programs, for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023. Cost of goods sold were 75% of our revenues for fiscal year ended December 31, 2024 compared with 77% for the fiscal year ended December 31, 2023, as average selling price increases outpaced costs during the period.
Selling expense
Selling expense increased by $2.6 million, or 8%, to $33.6 million for fiscal year ended December 31, 2024 compared to $31.0 million for the fiscal year ended December 31, 2023, primarily driven by an increase of $2.5 million in overhead costs (dues, professional fees, credit card fees, etc.). Selling expense accounted for 2% of our revenues for the fiscal years ended December 31, 2024 and December 31, 2023.
General and administrative expense
General and administrative expense increased by $29.0 million, or 29%, to $128.9 million for the fiscal year ended December 31, 2024 compared to $99.9 million for the fiscal year ended December 31, 2023, primarily driven by an increase of $13.0 million in professional fees, $5.0 million in payroll and employee-related expenses, and $5.6 million in service contracts. The increase in professional fees resulted primarily from legal, accounting and other professional fees related to our IPO, the increase in payroll and employee related expenses was attributable to an increase in headcount as we prepared to operate as a public company. The increase in service contracts is attributed to consulting services related to public company compliance requirements. General and administrative expenses accounted for 8% of our revenues for the fiscal year ended December 31, 2024 and 6% of our revenues for the fiscal year ended December 31, 2023.
Finance cost, net
Finance cost, net increased by $3.9 million, or 18%, to $26.2 million for the fiscal year ended December 31, 2024 compared to $22.2 million for the fiscal year ended December 31, 2023, primarily driven by an increase in interest expense on borrowings, including leases, of $2.3 million and a decrease in capitalized interest of $2.1 million due to lower qualifying capital construction projects for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023.
Foreign exchange (loss)/gain, net
Net foreign exchange gains were $20.8 million for the fiscal year ended December 31, 2024 compared to a $12.0 million net loss for the fiscal year ended December 31, 2023, almost exclusively driven by the remeasurement of euro-denominated loan obligations as the U.S. dollar strengthened against the Euro during the period.
Derivative financial instrument gain/(loss), net
Net derivative financial instrument losses were $22.4 million for the fiscal year ended December 31, 2024 compared to a $11.0 million net gain for the fiscal year ended December 31, 2023, resulting from foreign exchange forwards, as well as cross-currency and interest rate swaps used to hedge our foreign exchange exposure in euro-denominated borrowings.
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Income tax expense
Income tax expense increased by $10.4 million, or 22%, to $57.5 million for the fiscal year ended December 31, 2024 compared to $47.1 million for the fiscal year ended December 31, 2023. The change in income tax expense was primarily driven by an increase of $5.6 million in current tax expense and $4.8 million in deferred tax expense, respectively. The increase in current tax expense is attributable to an increase in pre-tax income, partially offset by a permanent difference related to tax-basis depletion. The increase in deferred tax expense is primarily related to tax-affected accelerated deductions for depreciation of fixed assets as provided in the One Big Beautiful Bill Act enacted on July 4, 2025 . The effective tax rate for the fiscal year ended December 31, 2024 was 25.7% compared to 23.3% for the fiscal year ended December 31, 2023.
Reportable Segment Results of Operations
Florida Reportable Segment
Comparison of the fiscal year ended December 31, 2025 to the fiscal year ended December 31, 2024
The following table presents segment external revenue and segment adjusted EBITDA for our Florida reportable segment for the periods indicated:
Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Segment external revenue $ 1,024,415 $ 997,575 $ 26,840 3 %
Segment adjusted EBITDA $ 278,663 $ 249,665 $ 28,998 12 %
The following tables presents revenue by product type for our Florida reportable segment for the periods indicated:
Year Ended December 31
2025 2024 $ Change % Change
Revenue by product type (1)
Cement $ 414,519 $ 422,889 $ (8,370) (2) %
Aggregates 195,698 157,459 38,239 24 %
Ready-mix concrete 469,676 465,023 4,653 1 %
Concrete block 147,655 153,474 (5,819) (4) %
Fly ash 22,270 19,508 2,762 14 %
Other goods and services 5,234 15,762 (10,528) (67) %
Revenue (including internal trading) $ 1,255,052 $ 1,234,115 $ 20,937 2 %
Less: Internal trading activity (2) (230,637) (236,540) 5,903 (2) %
Segment External Revenue $ 1,024,415 $ 997,575 $ 26,840 3 %
(1)Revenues by product type consist of sales to third parties and internal trading activity at a transfer price approximating market price.
(2)Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market price. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
Our Florida reportable segment’s percent changes in sales volumes (including internal trading activity) and average sales prices for the fiscal year ended December 31, 2025, as compared to the fiscal year ended December 31, 2024, were as follows:
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% Change in Volumes % Change in Average Price
Cement (1) % (1) %
Aggregates 22 % 2 %
Ready-mix concrete — % 1 %
Concrete block (2) % (2) %
Fly ash 13 % 1 %
Segment external revenue in our Florida reportable segment increased $26.8 million, or 3%, to $1,024.4 million for the fiscal year ended December 31, 2025 compared to $997.6 million for the fiscal year ended December 31, 2024, driven by increases in the aggregates, ready-mix concrete and fly ash product lines. Revenue from aggregates increased $38.2 million resulting from a 22% increase in aggregates volumes and a 2% increase in average price for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024. The increase in aggregates volumes was driven primarily by an increase in production following the completion of quarry development activities that previously limited the amount of material available for sale. Ready-mix concrete revenues grew by $4.7 million for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024 as average prices increased 1%. Likewise, when compared to the fiscal year ended December 31, 2024, fly ash revenues increased by $2.8 million resulting from a 13% increase in volumes and a 1% increase in average price for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.
Segment adjusted EBITDA for the Florida reportable segment increased $29.0 million, or 12%, to $278.7 million for the fiscal year ended December 31, 2025 compared to $249.7 million for the fiscal year ended December 31, 2024. The increase in segment adjusted EBITDA for the fiscal year ended December 31, 2025 occurred primarily due to the increase in revenue as explained above, lower production costs driven by lower contract labor and related expenses, and lower repairs and maintenance, which offset higher fuel and energy costs and higher general and administrative expenses.
Comparison of the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023
The following table presents segment external revenue and segment adjusted EBITDA for our Florida reportable segment for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Segment external revenue $ 997,575 $ 969,932 $ 27,643 3 %
Segment adjusted EBITDA $ 249,665 $ 221,227 $ 28,438 13 %
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The following tables presents revenue by product type for our Florida reportable segment for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Revenue by product type (1)
Cement $ 422,889 $ 423,137 $ (248) — %
Aggregates 157,459 137,986 19,473 14 %
Ready-mix concrete 465,023 448,359 16,664 4 %
Concrete block 153,474 140,128 13,346 10 %
Fly ash 19,508 16,349 3,159 19 %
Other goods and services 15,762 20,126 (4,364) (22) %
Revenue (including internal trading) 1,234,115 1,186,085 $ 48,030 4 %
Less: Internal trading activity (2) (236,540) (216,153) (20,387) 9 %
Segment External Revenue $ 997,575 $ 969,932 $ 27,643 3 %
(1)Revenues by product type consist of sales to third parties and internal trading activity at a transfer price approximating market price.
(2)Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market price. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
Our Florida reportable segment’s percent changes in sales volumes (including internal trading activity) and average sales prices for the fiscal year ended December 31, 2024, as compared to the fiscal year ended December 31, 2023, were as follows:
% Change in Volumes % Change in Average Price
Cement (3) % 3 %
Aggregates 8 % 5 %
Ready-mix concrete (1) % 5 %
Concrete block 7 % 2 %
Fly ash 10 % 8 %
Segment external revenue in our Florida reportable segment increased $27.6 million, or 3%, to $997.6 million for the fiscal year ended December 31, 2024 compared to $969.9 million for the fiscal year ended December 31, 2023, driven by increases in the aggregates, ready-mix concrete, concrete block and fly ash product lines. Revenue from aggregates increased $19.5 million resulting from a 8% increase in aggregates volumes and a 5% increase in average price for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023. The increase in aggregates volumes was driven primarily by better availability of aggregates following the completion of quarry development activities that previously limited the amount of material available for sale in the fiscal year ended December 31, 2023. Ready-mix concrete revenues grew by $16.7 million for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 as a 1% decline in volumes was more than offset by a 5% increase in average prices. Likewise, when compared to the fiscal year ended December 31, 2023, concrete block revenues increased by $13.3 million resulting from a 7% increase in volumes and a 2% increase in average price for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023.
Segment adjusted EBITDA for the Florida reportable segment increased $28.4 million, or 13%, to $249.7 million for the fiscal year ended December 31, 2024 compared to $221.2 million for the fiscal year ended December 31, 2023. The increase in segment adjusted EBITDA for the fiscal year ended December 31, 2024 occurred primarily due to increases in average prices for all product lines and the benefit of lower fuel and energy costs, which offset higher materials and other input costs.
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Mid-Atlantic Reportable Segment
Comparison of the fiscal year ended December 31, 2025 to the fiscal year ended December 31, 2024
The following table presents revenue and segment adjusted EBITDA of our Mid-Atlantic reportable segment for the periods indicated:
Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Segment external revenue $ 639,773 $ 634,946 $ 4,827 1 %
Segment adjusted EBITDA $ 120,537 $ 134,792 $ (14,255) (11) %
The following table presents revenue by product type of our Mid-Atlantic reportable segment for the periods indicated:
Year Ended December 31
2025 2024 $ Change % Change
($ in thousands)
Revenue by product type (1)
Cement $ 391,567 $ 405,103 $ (13,536) (3) %
Aggregates 13,070 14,305 (1,235) (9) %
Ready-mix concrete 280,928 270,478 10,450 4 %
Fly ash 22,197 16,533 5,664 34 %
Revenue (including internal trading) $ 707,762 $ 706,419 $ 1,343 — %
Less: Internal trading activity (2) (67,989) (71,473) 3,484 (5) %
Segment External Revenue $ 639,773 $ 634,946 $ 4,827 1 %
(1)Revenues by product type consist of sales to third parties and internal trading activity at a transfer price approximating market price.
(2)Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market price. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
Our Mid-Atlantic reportable segment’s percent changes in sales volume (including internal trading activity) and average sales prices for the fiscal year ended December 31, 2025, as compared to the fiscal year ended December 31, 2024 were as follows:
% Change in Volumes % Change in Average Price
Cement (4) % — %
Aggregates (25) % 21 %
Ready-mix concrete 1 % 3 %
Fly ash 25 % 7 %
Segment external revenue in our Mid-Atlantic reportable segment increased $4.8 million, or 1%, to $639.8 million for the fiscal year ended December 31, 2025 compared to $634.9 million for the fiscal year ended December 31, 2024, driven by revenue increases in the ready-mix concrete and fly ash product lines, partially offset by a revenue decrease in the cement product line. Ready-mix concrete revenues increased $10.5 million for the fiscal year ended December 31, 2025, as a result of a 1% increase in volumes and a 3% increase in average price. Revenues from fly ash increased $5.7 million, or 34%, compared to the fiscal year ended December 31, 2024, driven by a 7% increase in prices and a 25% increase in volumes. These increases were partially offset by a $13.5 million or 3% decrease in revenues from cement, driven by a 4% decrease in volumes.
Segment adjusted EBITDA in our Mid-Atlantic reportable segment decreased $14.3 million, or 11%, to $120.5 million for the fiscal year ended December 31, 2025 compared to $134.8 million for the fiscal year ended December 31, 2024. The decrease in segment adjusted EBITDA for the fiscal year ended December 31, 2025 was attributable to lower cement sales volumes, increases in
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raw material unit costs in the ready-mix concrete product line , IEEPA tariffs on imported cement and higher general and administrative expenses compared to the fiscal year ended December 31, 2024.
Comparison of the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023
The following table presents revenue and Segment adjusted EBITDA of our Mid-Atlantic reportable segment for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Segment external revenue $ 634,946 $ 619,683 $ 15,263 2 %
Segment adjusted EBITDA $ 134,792 $ 118,260 $ 16,532 14 %
The following table presents revenue by product type of our Mid-Atlantic reportable segment for the periods indicated:
Year Ended December 31
2024 2023 $ Change % Change
($ in thousands)
Revenues by product type (1)
Cement $ 405,103 $ 411,558 $ (6,455) (2) %
Aggregates 14,305 15,053 (748) (5) %
Ready-mix concrete 270,478 245,931 24,547 10 %
Fly ash 16,533 13,945 2,588 19 %
Revenue (including internal trading) 706,419 686,487 19,932 3 %
Less: Internal trading activity (2) (71,473) (66,804) (4,669) 7 %
Segment External Revenue $ 634,946 $ 619,683 $ 15,263 2 %
(1)Revenues by product type consist of sales to third parties and internal trading activity at a transfer price approximating market price.
(2)Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market price. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
Our Mid-Atlantic reportable segment’s percent changes in sales volume (including internal trading activity) and average sales prices for the fiscal year ended December 31, 2024, as compared to the fiscal year ended December 31, 2023, were as follows:
% Change in Volumes % Change in Average Price
Cement (3) % 2 %
Aggregates 2 % (6) %
Ready-mix concrete 6 % 3 %
Fly ash 2 % 16 %
Segment external revenue in our Mid-Atlantic reportable segment increased $15.3 million, or 2%, to $634.9 million for the fiscal year ended December 31, 2024 compared to $619.7 million for the fiscal year ended December 31, 2023, driven by revenue increases in the ready-mix concrete and fly ash product lines, partially offset by revenue decreases in cement and aggregates product lines. Ready-mix concrete revenues increased $24.5 million for the fiscal year ended December 31, 2024, as a result of a 6% increase in volumes and a 3% increase in average price. Revenues from fly ash increased $2.6 million, or 19%, compared to the fiscal year ended December 31, 2023, driven by a 16% increase in prices and a 2% increase in volumes. Contributions from aggregates and fly ash which, combined, represent less than 5% of our Mid-Atlantic reportable segments revenues saw a mixed performance.
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Segment adjusted EBITDA in our Mid-Atlantic reportable segment increased $16.5 million, or 14%, to $134.8 million for the fiscal year ended December 31, 2024 compared to $118.3 million for the fiscal year ended December 31, 2023. The increase in segment adjusted EBITDA for the fiscal year ended December 31, 2024 was attributable to increases in average sales prices across the cement, ready-mix, and fly ash product lines, higher ready-mix volumes, and the benefit of lower fuel and energy costs compared to the fiscal year ended December 31, 2023.
B. Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity include cash on hand, cash from operating activities, amounts available under revolving credit facilities with banks, amounts available under our revolving credit facility with TGF, a wholly-owned subsidiary of Titan SA, and term loans from TGF.
We believe that our cash and cash equivalents, committed and uncommitted credit facilities, and net cash provided by operating activities will be sufficient to meet our liquidity requirements for at least the 12 months following the issuance date of this Annual Report. Our future capital requirements will depend on several factors, including, the potential impact of future disruptions on the economy and on our operations, as well as any other economic impacts related to changing fiscal policy or economic conditions. We may also be negatively impacted in the future if TGF no longer provides debt financing to us or Titan SA no longer guarantees our third-party revolving credit facilities. Additionally, we are exposed to credit markets through the interest cost related to its borrowings, which may also affect our capital needs and financial strategy. We could be required, or could elect, to seek additional funding, private or public equity offerings, debt financing, bank loans, strategic partnerships or other financing options; however, additional funds may not be available on terms acceptable to us, if at all.
All U.S. dollar equivalents in this section are calculated at the exchange rate prevailing on the date to which the corresponding foreign currency amount refers.
Cash and cash equivalents
As of December 31, 2025 and December 31, 2024, we had $211.8 million and $12.1 million in cash and cash equivalents, respectively. Our cash and cash equivalents consist of cash on hand, demand deposits held by banks and other short-term highly liquid investments with original maturities of three months or less. Such amounts are held for the purpose of meeting short-term cash requirements, rather than for investment or other purposes, and are readily convertible to a known amount of cash.
Revolving credit facilities with banks
We have a committed borrowing facility with Wells Fargo Bank, National Association totaling $45.0 million of which $20.0 million is also available for the issuance of letters of credit. As of December 31, 2025, we had $8.3 million in letters of credit outstanding under this facility and no outstanding borrowings, leaving $36.7 million of available capacity. As of December 31, 2024, we had $7.1 million in letters of credit outstanding under this facility and no outstanding borrowings, leaving $37.9 million of available capacity. The facility is annually renewed, and was renewed in the first quarter of 2026 extending the maturity date to March 15, 2027. This facility allows for daily drawdowns and repayments at a borrowing rate based on the Secured Overnight Financing Rate (“SOFR”) and is guaranteed by Titan SA. In connection with this borrowing facility, we have agreed to financial covenants related to EBITDA (as defined in the agreement), tangible net worth (as defined in the agreement) and maintenance of a committed line of credit with a maturity date extending beyond the expiration date of this facility. The agreement also contains customary non-financial covenants, including restrictions on incurring certain liens on or disposing of certain existing assets without notification to the lender. As of December 31, 2025, we were in compliance with all the covenants associated with the facility.
In addition to the committed credit facility described above, we have an uncommitted borrowing facility with HSBC Bank USA, National Association totaling $40.0 million of which the full amount is also available for the issuance of letters of credit. As of December 31, 2025, we had $2.7 million in letters of credit outstanding under this facility and no outstanding borrowings, leaving $37.3 million of available capacity. As of December 31, 2024, we had $4.5 million in letters of credit outstanding under this facility and $10.0 million in outstanding borrowings, leaving $25.5 million of available capacity. The facility is annually renewed, and the
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current maturity date is September 30, 2026. This facility allows for term borrowings based on SOFR and is guaranteed by Titan SA. In connection with this borrowing facility, we have agreed to customary non-financial covenants, including restrictions on incurring certain liens on or disposing of certain existing assets without notification to the lender. As of December 31, 2025, we were in compliance with all the covenants associated with the facility.
We have an additional uncommitted credit facility with Citibank, N.A. totaling $60.0 million, none of which is available for the issuance of letters of credit. As of December 31, 2025, we had no outstanding borrowings under this facility, leaving $60.0 million available for borrowing. As of December 31, 2024, we had $15.0 million in outstanding borrowings under this facility, leaving $45.0 million available for borrowing. The facility is annually renewed, and the current maturity date is April 29, 2026. This facility allows for term borrowings based on SOFR and is guaranteed by Titan SA. In connection with this borrowing facility, we have agreed to certain customary non-financial covenants, including restrictions on disposing of certain existing assets without notification to the lender. As of December 31, 2025, we were in compliance with the covenants associated with this facility.
Revolving credit facility with related party
At December 31, 2025, we had a committed €130.0 million (or $152.8 million U.S. dollar equivalent) multicurrency borrowing facility with TGF. We had no outstanding borrowings December 31, 2025. At December 31, 2024, we had a committed €130.0 million (or $135.1 million U.S. dollar equivalent) multicurrency borrowing facility with TGF. We had €12.8 million ($13.3 million) in outstanding borrowings with available capacity of €117.2 million ($121.8 million) at December 31, 2024. This facility was amended on July 31, 2024, to increase the total available credit facility from €100.0 million to €130.0 million. In August 2025, the facility maturity date was extended to January 30, 2030. This multicurrency borrowing facility bears interest at variable rates, permits drawdowns and repayments. There are no financial covenants associated with this facility.
Intragroup Cash Management Agreement
On February 1, 2024, we entered into a cash management agreement with TGF. The agreement is effective until either party provides written notice of termination. Pursuant to this agreement, our two existing HSBC UK bank accounts, one denominated in U.S. dollars and one denominated in Euros, are funded when there are negative daily balances. Fundings were subject to maximum borrowing limits of $15.0 million and €15.0 million, respectively through March 31, 2025. On April 1, 2025, the maximum borrowing limits for U.S. dollars was increased to $30.0 million. Conversely, when there are cash balances in either account, these funds are swept as a deposit into the TGF concentration account. There are no deposit limits.
With respect to borrowings made under the cash management agreement, we bear a daily interest charge based on the benchmark rates of the European Central Bank (ECB) Main Refinancing Rate (for Euro borrowings) and the U.S. Federal Reserve Federal Funds Target Rate (for U.S. dollar borrowings), plus an applicable margin.
With respect to deposits made under the cash management agreement, we receive a daily interest credit based on the benchmark interest rates of the ECB Deposit Facility Rate (for Euro deposits) and the U.S. Federal Reserve Federal Funds Target Rate (for U.S. dollar deposits), minus an applicable margin.
Company funds on deposit with TGF under the cash management agreement are due upon demand from us. Amounts borrowed from TGF under the cash management agreement may be repaid (in whole or in any part) at our discretion. Following written notice of termination, outstanding borrowings from TGF under the cash management agreement are due upon demand from TGF.
We had no outstanding borrowings under this agreement as of December 31, 2025. At December 31, 2024, we had $6.1 million in outstanding borrowings under this agreement.
Term loans with related party
In December 2017, we entered into a €150.0 million term loan with TGF maturing on November 15, 2024. In April 2022, we repaid €30.0 million of this loan. In December 2022 the interest rate was modified to 3.05% through the maturity date of November 15, 2024. There were no financial covenants associated with this loan. As described below, on November 15, 2024, the Company settled this loan, and no amounts were outstanding as of December 31, 2024.
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In March 2018, we entered into a €75.0 million term loan with TGF maturing on November 15, 2024. In December 2022 the interest rate was modified to 3.05% through the maturity date of November 15, 2024. On April 29, 2024, we amended this note to: (i) increase the principal amount to €100.0 million bearing an interest rate of 4.80% and (ii) extend its maturity to June 11, 2029. There are no financial covenants associated with this loan.
In June 2021, we entered into the following term loans with TGF:
•a €32.8 million loan bearing interest at 3.35% and maturing on July 7, 2027, and
•a €45.0 million loan bearing interest at 3.15% and maturing on November 14, 2024. On April 29, 2024, the loan was amended to: (i) increase the principal to €50.0 million bearing an interest rate of 4.80% and (ii) extend its maturity to June 11, 2029.
There are no financial covenants associated with these loans.
On November 15, 2024, we entered into a €150.0 million term loan with TGF, bearing interest at 3.20% and maturing on July 7, 2027. The proceeds of this term loan were used to settle €30.0 million borrowings then outstanding on the multicurrency revolving credit facility with TGF and the €120.0 million term loan with TGF maturing on November 15, 2024, as described above. There are no financial covenants associated with this loan.
For the above Euro denominated loans, and as further described below, we have entered into derivative transactions with reputable financial institutions to hedge the foreign currency risk and, in essence, convert the Euro denominated debt to U.S. dollar debt.
Lease liabilities
As of December 31, 2025, we had lease liabilities totaling $66.6 million, with $27.7 million (41.6%) of that amount due in more than five years, $27.7 million (41.6%) due within one to five years, and $11.2 million (16.8%) due within one year. As of December 31, 2024, we had lease liabilities totaling $68.4 million, with $29.2 million (43%) of that amount due in more than five years, $26.7 million (39%) due within one to five years, and $12.4 million (18%) due within one year.
Derivative financial instruments
We use derivative financial instruments to manage foreign currency risks and interest rate exposures. As described above, term loans from related parties are Euro denominated while we primarily operate in U.S. dollars. Cross-currency interest rate swaps and foreign exchange forward contracts are used to fix the U.S. dollar cash flows (principal and interest) associated with Euro denominated term loans. In addition, foreign exchange forward contracts are used to mitigate the variation of the USD/Euro exchange rate for short-term intervals over the life of short-term Euro denominated obligations and short-term Euro denominated borrowings, including those made under the intercompany revolving credit facility described above.
To manage the foreign currency exchange rate risk associated with its Euro denominated term loans, we have entered into cross-currency interest rate swap agreements with third party financial institutions which fixed the:
•July 7, 2027 U.S. dollar to Euro exchange rate at $1.05383 to €1.00 on a notional amount of €150.0 million. In addition, over the life of the agreements, we will receive Euro denominated fixed rate interest (weighted average 3.20%) on a notional amount of €150.0 million and pay U.S. dollar denominated fixed rate interest (weighted average 5.30%) on a notional amount of $158.1 million.
•June 11, 2029 U.S. dollar to Euro exchange rate at $1.07213 to €1.00 on a notional amount of €150.0 million. In addition, over the life of the agreements, we will receive Euro denominated fixed rate interest (weighted average 4.80%) on a notional amount of €150.0 million and pay U.S. dollar denominated fixed rate interest (weighted average 6.83%) on a notional amount of $160.8 million.
To manage the foreign currency exchange rate risk associated with short-term Euro denominated obligations, we have entered into short-term foreign exchange forward contracts with third party financial institutions which fixed the U.S. dollar to Euro exchange rate on a:
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•Notional amount of €32.8 million at $1.17488 to €1.00 with a value date of January 26, 2026. Subsequent to December 31, 2025, the Company renewed this short-term foreign exchange derivative with a value date of May 20, 2026 (notional amount €32,800 at 1.15668 to €1.00).
Initial public offering
On February 10, 2025, the Company completed its initial public offering of 24,000,000 common shares (the "IPO"). The IPO was comprised of a primary offering of 9,000,000 newly issued common shares and a secondary offering of 15,000,000 existing common shares from Titan SA (the selling shareholder). The common shares were sold at an offering price of $16.00 per share, generating proceeds of approximately $136.8 million, after deducting underwriting discounts and other commissions. Our common shares began trading on the New York Stock Exchange on February 7, 2025 under the symbol "TTAM".
On March 11, 2025, the underwriters exercised a portion of their overallotment option to purchase 580,756 additional existing shares from Titan SA (the selling shareholder). The Company did not receive any additional proceeds from the sale of these shares. After completion of the IPO, the Company had 184,362,465 common shares issued and outstanding.
Cash Flows
The following table summarizes the net cash provided by and used in operating, investing and financing activities for the periods indicated:
Years Ended December 31
2025 2024 2023
($ in thousands)
Net cash provided by operating activities $ 295,414 $ 248,037 $ 227,125
Net cash used in investing activities (152,176) (135,803) (117,653)
Net cash used in financing activities 56,388 (123,326) (117,779)
Net Cash provided by Operating Activities
During the fiscal year ended December 31, 2025, net cash provided by operating activities was $295.4 million primarily as a result of:
•Income before income taxes of $244.8 million, adjusted to exclude the effect of non-cash expenses, including $108.7 million of depreciation, depletion and amortization, $3.8 million of share based compensation, finance cost of $28.3 million which, when paid, is classified as a cash flow used in financing activities partially offset by finance income of $5.8 million which, when received, is classified as a cash flow provided by investing activities.
•Net cash outflows of $27.1 million primarily arising from decreases in operating liabilities, including lower accounts payable and increases in operating assets, including higher trade receivables.
•Income tax payments, net of income tax refunds of $55.5 million. Cash payments for income taxes were less than income tax expense primarily due to higher bonus depreciation due to 2025 tax legislation.
During the fiscal year ended December 31, 2024, net cash provided by operating activities was $248.0 million primarily as a result of:
•Income before income taxes of $223.6 million, adjusted to exclude the effect of non-cash expenses, including $99.9 million of depreciation, depletion and amortization and $3.8 million of stock-based compensation as well as finance cost of $27.6 million which, when paid, is classified as a cash flow used in financing activities.
•Net cash outflows of $43.5 million primarily arising from increases in operating assets, including higher inventory levels associated with higher production volumes and bulk purchases of raw materials and solid fuel.
•Income tax payments, net of income tax refunds of $67.9 million. Due to timing and calculation of tax prepayments under Greek tax law, cash outlays for income taxes are expected to exceed income tax expense in years where taxable income increases when compared to the preceding period.
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During the fiscal year ended December 31, 2023, net cash provided by operating activities was $227.1 million primarily as a result of:
•Income before income taxes of $202.4 million, adjusted to exclude the effect of non-cash expenses, including $91.1 million of depreciation, depletion and amortization and $3.1 million of stock-based compensation as well as finance cost of $23.2 million which, when paid, is classified as a cash flow used in financing activities.
•Net cash outflows of $42.3 million primarily arising from: (i) increases in operating assets, including higher inventory levels ($9.2 million) primarily associated with spare parts held in advance of 2024 maintenance campaigns, and (ii) reductions in operating liabilities, including lower accounts payable and accrued expenses ($33.9 million) primarily associated with the timing of payments to suppliers.
•Income tax payments, net of income tax refunds of $53.1 million. Due to timing and calculation of tax prepayments under Greek tax law, cash outlays for income taxes are expected to exceed income tax expense in years where taxable income increases when compared to the preceding period.
Net Cash used in Investing Activities
During the fiscal year ended December 31, 2025, net cash used for investing activities was $152.2 million, of which $160.5 million and $3.8 million was invested in property, plant and equipment and identifiable intangible assets, respectively. These amounts were partially offset by interest received of $5.8 million and proceeds from the sale of our STET business of $5.4 million.
During the fiscal year ended December 31, 2024, net cash used for investing activities was $135.8 million, of which $135.4 million and $1.6 million was invested in property, plant and equipment and identifiable intangible assets, respectively.
During the fiscal year ended December 31, 2023, net cash used for investing activities was $117.7 million, of which $117.1 million and $1.6 million was invested in property, plant and equipment and identifiable intangible assets, respectively.
Net Cash used in Financing Activities
During the fiscal year ended December 31, 2025, net cash provided by financing activities was $56.4 million, primarily due to:
•Proceeds from our initial public offering of $144.0 million;
•Net settlements and collateral payments of $37.4 million made to financial institutions arising from derivative financial instruments;
•Payments for initial public offering costs of $9.4 million;
•Payments under lease liabilities of $10.1 million;
•Repayments to a related party borrowings (TGF) totaling $21.1 million;
•Interest paid of $23.6 million;
•Repayments of third-party lines of credit totaling $25.0 million;
•Share premium distributions paid to shareholders of $29.5 million.
During the fiscal year ended December 31, 2024, net cash used in financing activities was $123.3 million, primarily due to:
•Interest paid of $25.4 million.
•Dividends and returns of capital paid to shareholders of $85.1 million and $51.6 million, respectively.
•Payments under lease liabilities of $9.5 million.
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•Net settlements and collateral payments of $16.5 million made to financial institutions arising from derivative financial instruments.
•Repayments in excess of borrowings under third-party lines of credit totaling $25.0 million.
•Borrowings in excess of repayments from a related party (TGF) totaling $45.5 million.
During the fiscal year ended December 31, 2023, net cash used in financing activities was $117.8 million, primarily due to:
•Interest paid of $23.8 million.
•Dividends paid to shareholders of $33.8 million.
•Payments under lease liabilities of $12.2 million.
•Net settlements and collateral payments of $14.7 million received from financial institutions arising from derivative financial instruments.
•Repayments in excess of borrowings under third party lines of credit totaling $70.0 million.
•Borrowings in excess of repayments from a related party (TGF) totaling $7.7 million.
C. Research and Development
Our innovation and technology efforts allow us to better anticipate and meet customer needs for novel technologies, higher-performing materials and greater productivity. The Titan America Innovation Hub (the “Innovation Hub”) located in Miami, Florida, provides a collaboration space for innovators, startups, entrepreneurs and researchers to develop, launch and scale products and services for a safe, resilient and sustainable world. The Innovation Hub is closely linked to our product development and application laboratories network and informs and supports our innovation roadmap.
We provide technical services through an internal department (“Technical Services”). The primary mission of Technical Services is to assume a pivotal role as a technical expert specializing in cement product performance and its applications in concrete and masonry.
Acting as a liaison between operations, sales and management, Technical Services offers technical engineering guidance and aid in troubleshooting product performance issues for internal and external customers. The three primary functions of Technical Services are:
•Technical support to internal and external customers; technical assistance to cement sales and operations teams, including proposing parameters and processes for ready-mix plants to improve performance; assessing and resolving customer complaints; technical expertise for special products; and communication between the cement plant and customers.
•Product and knowledge management: Assisting with the introduction of new products to the market, supporting product development, providing input into future products and specifications, consolidating and disseminating product knowledge, offering technical support for litigation cases, identifying opportunities for product development based on the needs of the local market, recording industrial
•experience and interesting cases in databases, reviewing concrete raw materials and monitoring processes, applying specialized knowledge of the DOT and developing and disseminating technical presentations and product information.
•Quality management: Conducting a thorough analysis of customer claims and identifying root causes related to process or production conditions. Developing comprehensive quality training programs customized for internal and external customers to improving their understanding and application of quality standards. Working closely with the technical center to lead research and development initiatives to enhance product quality and performance. Carrying out regular quality-related plant technical reviews and audits.
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We are a pioneer in developing and commercializing lower carbon and high-performing cements, enabled by manufacturing and material science innovations. We have substantially converted from OPC to Type IL in our cement plants, which have up to 10% lower CO2 than OPC. We introduced BrightCem®, an industry-first ASTM C1157 performance-based cement with a high percentage of limestone for specialized end markets. We have obtained FDOT, North Carolina Department of Transportation, and Virginia Department of Transportation approval for ASTM C595 Type IT blended cement in our key markets, which feature up to 50% lower embodied CO2 than OPC. Looking to the future, we are pursuing the development of calcined clay, which is a next-generation, higher-performing SCM made with commonly available clays. Our Roanoke Cement Company has been awarded a DOE grant to build a first-of-its-kind calcined clay production line in the United States to produce LC3.
We are conducting studies for Carbon Capture, Utilization, and Storage (“CCUS”) facilities at both of our cement plants, including a project partially funded by the DOE’s CarbonSAFE program. The CCUS projects are evaluating the feasibility of developing regional CO2 storage hubs at our cement plant sites that would ultimately provide access for carbon safe storage within geological features beneath the premises of the cement plants, avoid dependency on external CO2 distribution networks and reduce the logistics and transportation costs of captured CO2 from our cement plants. Pennsuco’s studies have advanced to phase II of the CarbonSAFE program that includes detailed geological studies with deep core drilling exploration inside the plant’s property at a total cost of $11.5 million the majority of which is funded by DOE. Roanoke has already completed phase I with the development of a general geologic model and been selection for negotiation to proceed to phase II similar to Pennsuco. The funding and further advancement of both projects is currently being evaluated by the DOE.
Both our Roanoke and Pennsuco plants have been certified to the ISO 50001 standard (Roanoke since 2018, Pennsuco since 2020), achieved TRUE Platinum certification for zero waste, and U.S. EPA Energy Star (the Roanoke Plant since 2007, Pennsuco since 2008).
Separation Technologies utilizes licensed, patented technology that processes dry powders and recycles waste streams sustainably and cost-effectively. ST also recycles coal combustion by-products and processes them into cementitious materials.
Our ready-mix concrete businesses create highly customized concrete mixes to meet the increasingly demanding expectations of our customers. Our GreenCrete® product line has third-party verified embodied CO2 contents well below industry averages, which are highly sought for data center constuction to support the environmental goals of the hyperscalers. The embodied CO2 is the amount of CO2 associated with the production of any product, from raw material extraction until it leaves our plants. The embodied CO2 is quantified according to the Product Category Rules (“PCRs”) for cement and concrete and reported in an Environmental Product Declaration (“EPD”). PCRs and EPDs are in accordance with ISO standards and are recognized by our customers and industry specifications such as ACI 323 “Low Carbon Concrete — Code Requirements and Commentary”. In accordance with ISO, the EPDs are third-party verified, which means we hired an independent organization to verify that our information is correct and in accordance with the PCRs.
Additionally, our ultra-flat and extended joint spacing concrete mixes offer low shrinkage and high cracking resistance, accelerating construction time and reducing long-term maintenance costs by eliminating the need for joints in commercial and industrial warehouse floors, offering a compelling value proposition for advanced manufacturing facilities that utilize robotics or other automated operations. We offer a line of marine concrete mixes to meet the growing needs of coastal infrastructure across our footprint, including seawalls, bridges, tunnels, wind farms and artificial reefs. Our HPC mixes enable our customers to operate on the cutting edge of strength, durability and deflection for high-rise construction.
We are a consortium member of the South Florida Risk and Resilience Tech Hub, an initiative by the U.S. Department of Commerce to catalyze commercialization infrastructure technologies that enhance resiliency.
Through a partnership with Titan Group’s Corporate Venture Capital fund, we collaborate with some of the most innovative companies in our industry. An investment in Natrx, a North Carolina-based startup that combines remote sensing, digital manufacturing, and Lower-Carbon Cement to make 3D printed seawalls to protect coastal assets and ecosystem, expands the size of the available market in the areas in which we operate. Similar investments in North America include Rondo, Carbon Upcycling Technologies, and Concrete.ai, each of which provides us with direct access to new technologies.
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We have developed and sold patent-pending mixes for 3D concrete printing, an emerging and transformative technology that addresses construction labor shortages and lowers construction costs while enabling concrete to be used in new forms and functions.
D. Trend Information
Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
E. Critical Accounting Policies and Estimates
Our annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Preparation of our consolidated financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Management periodically reviews our estimates and adjusts these estimates when facts and circumstances dictate. To the extent there are differences between the estimates and actual results, our financial condition or results of operations may be materially affected.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. We believe that our critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements. The critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and the notes thereto and other disclosures included elsewhere in this document.
Our significant accounting policies are described in Note 1 to our audited consolidated financial statements included elsewhere in this document. Our critical accounting policies are described below.
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Property, plant and equipment
Our property, plant and equipment represent significant assets on the balance sheet and are critical to our ability to generate future economic benefits. These assets are stated at historical cost less accumulated depreciation and impairment losses. Land, with the exception of quarries, is carried at cost less any impairment losses.
The cost of property, plant and equipment includes expenditures directly attributable to the acquisition of the assets, as well as any environmental rehabilitation costs that have been recognized as a provision. We capitalize subsequent costs related to these assets when it is probable that they will provide future economic benefits and can be measured reliably. The carrying amount of any replaced parts is derecognized, while all other repairs and maintenance costs are expensed as incurred.
Depreciation is a significant estimate in the valuation of property, plant and equipment, and except for quarries and refurbishments, it is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Cement Aggregates Other Product Lines
Land improvements 15 - 30 15 15
Building and improvements 25 25 25
Machinery and equipment 15-30 10-20 5-15
Mobile equipment 7-25 7-15 7
Marine equipment 20 20 n/a
Auto and truck 8 8 8
Furniture and fixtures 3-5 3-5 3-5
For quarries, depreciation is based on a depletion basis using the unit-of-production method, which is applied as the material extraction process advances. This method is based on proven and probable reserves and indicated and measured resources, ensuring that the depreciation expense matches the rate at which the economic benefits of the quarries are consumed.
The assets’ residual values, useful lives, and methods of depreciation are reviewed at each reporting date and adjusted if appropriate. If the carrying amount of an asset exceeds its estimated recoverable amount, an impairment loss is recognized immediately.
A one-year increase in the assumed asset lives would increase income before income taxes by $9.5 million for the fiscal year ended December 31, 2025. A one-year decrease in the assumed asset lives would decrease income before income taxes by $11.7 million for the fiscal year ended December 31, 2025.
Impairment tests of property, plant and equipment
Property, plant and equipment are tested for impairment upon the occurrence of internal or external indicators of impairment, such as changes in our operating business model or in technology that affects the asset, as well as expectations of lower operating results for each cash generating unit, in order to determine whether their carrying amounts may not be recovered. In such cases, an impairment loss is recorded in the statements of income for the period when such determination is made. The impairment loss of an asset results from the excess of the asset’s carrying amount over its recoverable amount, corresponding to the higher of the fair value of the asset, less costs to sell such asset, and the asset’s value in use, the latter represented by the net present value of estimated cash flows related to the use and eventual disposal of the asset. Impairment losses recognized are reviewed for possible reversal of the impairment at each reporting date.
Significant judgment by management is required to appropriately assess the fair values and values in use of these assets. Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of our products, the development of operating expenses, local and national economic trends in the construction industry, the long-term growth expectations in the different markets as well as the discount rates and the growth rates in perpetuity applied. For purposes of estimating future prices, we use, to the extent available, historical data plus the expected increase or decrease according to information issued by what we consider to be trusted external sources, such as national construction or cement producer associations and/or in governmental economic expectations.
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Impairment of goodwill
We conduct impairment tests of goodwill using the recoverable amounts of cash-generating units (“CGUs”), which are determined based on value-in-use calculations.
As of December 31, 2025, we have not recorded any impairment of goodwill or indefinite-lived intangible assets, as the recoverable amounts of our CGUs are estimated to exceed their respective carrying amounts. Goodwill and indefinite-lived intangible assets have been allocated to various CGUs, including the Mid-Atlantic and Florida business segments, with total goodwill and indefinite-lived intangible assets amounting to $235.5 million for both the fiscal year ended December 31, 2025 and for the fiscal year ended December 31, 2024.
The recoverable amount of all CGUs has been determined based on value-in-use calculations that use pre-tax cash flow projections based on financial budgets and forecasts approved by management covering a five-year period. Cash flows beyond this period are extrapolated using estimated long-term growth rates. The value-in-use calculations are most sensitive to the following assumptions:
•Sales volumes
•Selling prices
•Long-term growth rates
•Discount rates
Management estimates sales volumes using independent industry forecasts and considers our market position relative to competitors. We assume weighted average sales volume compound annual growth rates ranging from (0.4)% to 8.5% for our core operating activities for the 2025-2029 period.
For selling prices, we assume weighted average net realized selling price compound annual growth rates generally ranging from 0.7% to 4.3% for the same period. The growth rates reflect competitive supply dynamics and structural supply constraints in relevant markets.
Long-term growth rates are based on published industry research and demographic trends, such as population growth, household formation and economic output (among other factors), in the states where we operate. These rates also consider cement/concrete intensity in construction, which varies by state. As of December 31, 2025, long-term growth rates were estimated by management to be 2.4%.
Discount rates reflect the current market assessment of the risks associated with each CGU. The pre-tax discount rates used in the value-in-use calculations were 12.3% for the fiscal year ended December 31, 2025 and 9.8% for the fiscal year ended December 31, 2024.
We have analyzed the sensitivities of the recoverable amounts to reasonably possible changes in key assumptions. A 100 basis point increase in our discount rate or a 50 basis point decrease in our long-term growth rate would still result in significant headroom indicating our goodwill is not at risk of impairment. The detailed analyses have been reviewed by our management and did not reveal any scenarios that would result in the carrying values of the CGUs exceeding their recoverable amounts as of December 31, 2025.
Fair value measurements
Recurring fair value measurements are those that the accounting standards require or permit in the statement of financial position at the end of each reporting period. The estimated fair value under IFRS represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, considering the counterparty’s credit risk in the valuation (i.e., an exit price or a market-based measurement). The concept of exit value is premised on the existence of a market and market participants for the specific asset or liability. When there is no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1,
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as defined below, measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3, as defined below, measurements). The three levels of the fair value hierarchy are as follows:
1)Level 1 – represents quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date. A quoted price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available.
2)Level 2 – are inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of derivatives.
3)Level 3 – based on valuation techniques whereby all inputs having a material effect on the fair value are not derived from observable market data.
Critical judgment and estimates by management are required to appropriately identify the corresponding level of fair value applicable to each derivative instrument, as well as to assess the amounts of the resulting assets and liabilities, mainly in respect of Level 2 and Level 3, in order to account for the effects of derivative financial instruments in the financial statements.
Our derivative financial instruments are measured based on Level 2 inputs. Level 2 derivative financial instruments comprise cross currency interest rate swaps, interest rate swaps, foreign exchange forward contracts and natural gas futures.
We use a variety of valuation methods and make assumptions that are based on market conditions existing at each reporting date. The recorded fair values of these contracts are based on:
a)forward exchange rates that are quoted in an active market;
b)forward interest rates extracted from observable yield curves; and
c)natural gas prices, which are quoted in an active market.
Any gains or losses arising from changes in the fair value of derivatives are recorded directly in our Consolidated Income Statement, except for the effective portion of cash flow hedges, which is recognized in other comprehensive income (OCI) and subsequently reclassified to profit or loss when the hedged item affects profit or loss.
Provisions for restoration, environmental and equipment removal obligations
Estimating site restoration, quarry rehabilitation and environmental costs involves inherent uncertainty due to unknown conditions, changing governmental regulations and legal standards regarding the liabilities, the length of the clean-up periods and evolving technologies. The restoration, environmental and remediation provisions reflect the information available to management at the time of determination of the liability and are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available.
We are required to restore the land used for quarries and processing sites at the end of their productive lives to a condition acceptable for the relevant authorities and consistent with our environmental policies. Provisions for restoration obligations, environmental and equipment removal are recognized when we have a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Estimated costs associated with such rehabilitation activities represent management’s best estimate of expenditures required to settle the present obligation at the balance sheet date and are measured at the present value of future cash outflows expected to be incurred. Such cost estimates, initially expressed at current price levels, are adjusted for inflation (between 2.31% and 2.86% at December 31, 2025, between 2.25% and 2.44% at December 31, 2024 and between 2.34% and 2.89% at December 31, 2023) to reflect expected annual cost increases between the date of the estimate and the forecasted payment date. The estimates are then discounted to present value at a rate consistent with the duration of the liability. Where a closure and restoration obligation arises from quarry/mine development activities or relates to the decommissioning of property, plant and equipment, the provision can be capitalized as part of the cost of the associated asset (intangible or tangible). The capitalized cost is depreciated over the useful life of the asset and any change in the net present value of the expected liability is included in finance cost, unless it arises from changes in valuation
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assumptions. Each year, the provisions are increased to reflect accretion of the discount, with these charges recorded as a component of finance cost.
Provisions associated with environmental damage represent the estimated future cost of remediation. Estimating the future costs of these obligations is complex and requires us to use our judgment. The estimation of these costs is based on an evaluation of currently available facts with respect to each individual site and considers factors such as existing technology, currently enacted laws and regulations and prior experience in site remediation.
New and Amended Standards and Interpretations
New and amended accounting standards and interpretations are described in Note 1 to our audited consolidated financial statements included elsewhere in this document.
Quantitative and Qualitative Disclosures About Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates and foreign currency exchange rates. Market risk refers to the risk of loss from adverse changes in market prices, foreign currency exchange rates and interest rates. The primary market risk we are exposed to is foreign currency exchange rate risk and interest rate risk. We have used derivative financial instruments to manage, or hedge, foreign currency exchange rate risk and interest rate risks related to our borrowings.
The majority of our debt obligations are denominated in Euros. As a result, we are exposed to foreign currency exchange rate risk arising from the conversion of Euro loan proceeds to U.S. dollars at the borrowing date and the related obligation to repay the loans in Euros at maturity. To manage this exposure, the Company has entered into derivative financial instruments to offset its exposure to fluctuations in the Euro/U.S. dollar exchange rate during the life of the loans as described above and in Note 9 to our audited consolidated financial statements included elsewhere in this document. The following table demonstrates the sensitivity of our profit before income tax to reasonable changes in foreign exchange rates (after taking into consideration the impact of outstanding economic hedges in place for Euro denominated borrowings and other obligations), with all other variables held constant:
Period Ended Decrease in USD: Euro FX Rate Effect on profit before tax (-/+) Increase in USD: Euro FX Rate Effect on profit before tax (+/-)
12/31/2025 5.0 % — (5.0) % —
12/31/2024 5.0 % — (5.0) % —
12/31/2023 5.0 % — (5.0) % —
As we have no material interest-bearing assets, our income and operating cash flows are not directly impacted by changes in market interest rates. Our interest rate risk arises from short-term and long-term borrowings. Borrowings issued at variable rates expose us to cash flow interest rate risk. Borrowings issued at fixed rates expose us to fair value interest rate risk. Our policy for long-term borrowings will vary and is managed by us in coordination with Titan SA’s group treasury function. The following table demonstrates the sensitivity of our profit before income tax (considering the impact of the outstanding floating rate borrowings at the end of the period) to reasonable changes in interest rates, with all other variables held constant:
Period Ended Interest Rate Increase Effect on profit before tax (-/+) Interest Rate Decrease Effect on profit before tax (+/-)
12/31/2025 1.0 % — (1.0)% —
12/31/2024 1.0 % 133 (1.0)% (133)
12/31/2023 1.0 % 403 (1.0)% (403)
While the derivative financial instruments described above are intended to lessen the impact of rising interest rates and adverse changes in foreign currency exchange rates, they also expose us to the risk that the other parties to the agreements will not perform. If this were to occur, we could incur significant costs associated with the settlement of the underlying obligations while we pursue the enforcement of derivative instrument agreements. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.
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