What changed in Orion S.A.'s 2024 10-K compared to 2023?

Across the narrative sections we track, Orion S.A. (OEC) added 157 paragraphs, removed 87, and edited 72 between the 2023 and 2024 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+63/−1), Item 1A. Risk Factors (+39/−42), Item 1. Business (+31/−21).

Did Orion S.A. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 39 new/edited paragraphs and 42 removed paragraphs versus the 2023 10-K.

What changed in Orion S.A.'s MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 63 new/edited paragraphs and 1 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Orion S.A. update its Cybersecurity disclosure (Item 1C) in 2024?

Item 1C Cybersecurity has 1 paragraph-level changes between the 2023 and 2024 filings.

Did Orion S.A.'s Legal Proceedings (Item 3) change in 2024?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this OEC 10-K diff come from?

The source filings are Orion S.A.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Orion S.A.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of Orion S.A.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+157 added−87 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-15)

Top changes in Orion S.A.'s 2024 10-K

157 paragraphs added · 87 removed · 72 edited across 8 sections

Item 7. Management's Discussion & Analysis+63 / −1 · 1 edited
Item 1A. Risk Factors+39 / −42 · 31 edited
Item 1. Business+31 / −21 · 19 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+12 / −12 · 11 edited
Item 5. Market for Registrant's Common Equity+8 / −7 · 6 edited

Item 1. Business

Business — how the company describes what it does

19 edited+12 added−2 removed74 unchanged

2023 filing

2024 filing

Biggest changeWe can provide no assurances that we would be able to obtain replacement insurance on acceptable terms or at all. 18 Table of Contents Orion S.A. We could experience a material adverse effect on our financial condition if the tax authorities were to successfully challenge decisions and assumptions we have made in assessing and complying with our tax obligations.

Biggest changeWe could experience a material adverse effect on our financial condition if the tax authorities were to successfully challenge decisions and assumptions we have made in assessing and complying with our tax obligations. We are subject to tax in Luxembourg, Germany and in other jurisdictions, and significant judgment is required in determining our provision for income taxes.

Our debt instruments contain covenants that may adversely affect our ability to finance our future operations and capital needs and to pursue available business opportunities. Our ability to comply with these provisions may be affected by changes in economic or business conditions or other events beyond our control.

Our debt instruments contain covenants that may adversely affect our ability to finance our future operations and capital needs or to pursue available business opportunities. Our ability to comply with these provisions may be affected by changes in economic or business conditions or other events beyond our control.

We currently do and may in the future enter into various forms of hedging arrangements against currency and exchange, interest rate, raw material and energy and oil price fluctuations. Financial strength and credit ratings are important to the availability and pricing of these hedging activities.

We currently do and may in the future enter into various forms of hedging arrangements against currency exchange, interest rate, raw material and energy and oil price fluctuations. Financial strength and credit ratings are important to the availability and pricing of these hedging activities.

In addition, certain of our outstanding debt obligations are denominated, pay interest in and must be repaid in euros (and certain of our future debt obligations may be denominated in euros), and therefore expose us to additional exchange rate risks. An appreciation of the euro would make our financing under euro-denominated instruments more expensive.

In addition, certain of our outstanding debt obligations are denominated, pay interest and must be repaid in euros (and certain of our future debt obligations may be denominated in euros), and therefore expose us to additional exchange rate risks. An appreciation of the euro would make our financing under euro-denominated instruments more expensive.

If these tax authorities were to successfully challenge such decisions or assumptions, we could be required to pay additional amounts to such authorities to satisfy our tax obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If these tax authorities successfully challenge our decisions or assumptions, we could be required to pay additional amounts to such authorities to satisfy our tax obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Unavailability or inefficiency of hedging could adversely affect our business, financial condition, results of operations and cash flows. In the past, we have entered into certain hedging arrangements to reduce the impact of raw material and energy price volatility as well as interest rate and currency exchange rate fluctuations.

Unavailability or ineffectiveness of hedging could adversely affect our business, financial condition, results of operations and cash flows. In the past, we have entered into certain hedging arrangements to reduce the impact of raw material and energy price volatility as well as interest rate and currency exchange rate fluctuations.

Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our stockholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws. Item 1B.

As there is no direct treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the U.S. and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court.

Our ability to pay dividends on our common stock at historical rates, or at all, is generally dependent on a proposal by our Board of Directors subject to approval by our stockholders and will depend on a number of factors, including, among others, our financial condition and results of future operations, growth opportunities and restrictive covenants in our debt instruments.

Our ability to pay dividends on our common stock is generally dependent on a proposal by our Board of Directors subject to approval by our stockholders and will depend on a number of factors, including, among others, our financial condition and results of future operations, growth opportunities and restrictive covenants in our debt instruments.

The imposition of, or increase to, such windfall profit taxes could adversely affect our financial results. Risks Related to Ownership of our Common Stock We cannot assure investors that we will pay dividends on our common stock at historical rates or at all.

Our future tax rates may be adversely affected by a number of factors, including the enactment of new tax legislation, other changes in tax laws or the interpretation of such tax laws, changes in the estimated realization of our net deferred tax assets (arising, among other things, from tax loss carry forwards and the acquisition of the carbon black business line from Evonik), the jurisdictions in which profits are determined to be earned and taxed, adjustments to estimated taxes upon finalization of various tax returns, increases in expenses that are not deductible for tax purposes, including write-offs of acquired in process R&D and impairment of goodwill in connection with acquisitions, changes in available tax credits and additional tax or interest payments resulting from tax audits with various tax authorities.

Our future tax rates may be adversely affected by a number of factors, including the enactment of new tax legislation, other changes in tax laws or the interpretation of such tax laws, changes in the estimated realization of our net deferred tax assets, the jurisdictions in which profits are determined to be earned and taxed, adjustments to estimated taxes upon finalization of various tax returns, increases in expenses that are not deductible for tax purposes, including write-offs of acquired in process R&D and impairment of goodwill in connection with acquisitions, changes in available tax credits and additional tax or interest payments resulting from tax audits with various tax authorities.

Many of the tax laws that apply to us, including tax laws that apply to the separation of our business from Evonik and the Acquisition, are complex and often require judgments to be made when the law is unclear or the facts are uncertain.

Many of the tax laws that apply to us are complex and often require judgments to be made when the law is unclear or the facts are uncertain.

Awards of punitive damages in actions brought in the U.S. or elsewhere are generally not enforceable in Luxembourg. 19 Table of Contents Orion S.A.

Awards of punitive damages in actions brought in the U.S. or elsewhere are generally not enforceable in Luxembourg.

Disruptions in the credit markets may result in less credit being made available by banks and other lending institutions. As a result, we may not be able to obtain financing to pursue other business plans or make necessary investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a result, we may not be able to obtain financing to pursue other business plans or make necessary investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We make, and have in the past made, numerous decisions and assumptions in assessing and complying with our tax obligations, including in respect of the tax treatment of the separation of our business from Evonik, the Acquisition, assumptions regarding the tax deductibility of certain interest expenses under German tax regulations, the upholding and recognition of our German tax group and the applicability of the regulations to our business as a group headquartered as a Luxembourg company.

We make, and have in the past made, numerous decisions and assumptions in assessing and complying with our tax obligations, including assumptions regarding the tax deductibility of certain interest expenses, the upholding and recognition of our German tax group, the applicability of the regulations to our business as a group headquartered as a Luxembourg company and the prices applied between our subsidiaries for intercompany transactions, known as transfer pricing.

As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable at a reasonable cost or may be available only for certain risks. We can provide no assurances that we would be able to obtain replacement insurance on acceptable terms or at all.

We may be required to impair or write off certain assets if our assumptions about future sales and profitability prove incorrect. In analyzing the value of our inventory, property, plant and equipment, investments and intangible assets, we have made assumptions about future sales (prices and volume), costs and cash generation.

In analyzing the value of our inventory, property, plant and equipment, investments and intangible assets, we have made assumptions about future sales (prices and volume), costs and cash generation.

In particular, we are subject to tax audits, and could be subject to additional tax audits, for the period in which the Acquisition occurred by tax authorities in multiple jurisdictions worldwide, and in many cases, these audits have not yet begun or have not been completed and could give rise to issues of this kind.

In particular, we are subject to tax audits in various jurisdictions, and 18 Table of Contents Orion S.A. could be subject to additional tax audits, and in many cases, these audits have not yet begun or have not been completed and could give rise to issues of this kind.

Any failure by a hedging counterparty to perform its obligations could adversely affect our business, financial condition, results of operations and cash flows. Disruptions in credit and capital markets may make it more difficult for us and our suppliers and customers to borrow money or raise capital.

Any failure by a hedging counterparty to perform its obligations could adversely affect our business, financial condition, results of operations and cash flows. We may be required to impair or write off certain assets if our assumptions about future sales and profitability prove incorrect.

Removed

In particular, the German tax authorities are conducting their first audit of Orion Engineered Carbons GmbH following the Acquisition. Currently, we are unable to assess when this audit will be completed or the possible outcome of this audit.

Added

Further, though most of the jurisdictions in which we operate have double tax treaties with other foreign jurisdictions providing a framework for mitigating the impact of double taxation, such mechanisms for resolving such conflicting claims can be expected to be very lengthy.

Removed

While currently we do not believe this audit will have a material adverse impact on our financial position, it could raise one or more issues of the kind referenced above.

Added

If such conflicting claims are not resolved in our favor, or if the resolution thereof is more extensive than we expect, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Added

Other international tax measures, such as the Organization for Economic Cooperation and Development’s (“OECD’s”) base erosion and profit shifting (“BEPS”) project and the global minimum taxation regime (“Pillar Two”) contribute to increased uncertainty and may adversely affect our tax provision.

Added

The BEPS project contemplates changes to numerous international tax principles, as well as national tax incentives, and these changes, when adopted by individual countries, could adversely affect our provision for income taxes. The rules are fairly new and certain aspects of Pillar Two are not yet finalized.

Added

We continuously monitor the development of these rules and if and to which extent they may affect us.

Added

Changes in these and other international tax measures, as well as our interpretation of them and their impacts on our business, could adversely impact our tax rates and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Added

General Risk Factors If we are unable to successfully negotiate with the representatives of our employees, including labor unions and works councils, we may experience strikes and work stoppages. We are party to collective bargaining agreements. We also are required to consult with our employee representatives, such as works councils, on certain matters such as restructuring, acquisitions and divestitures.

Added

Although we believe that our relations with our employees are good, there can be no assurance that current agreements will not be terminated, new agreements will be reached or consultations completed without union or works council actions or on terms satisfactory to us.

Added

Current and future negotiations and consultations with employee representatives could have a material adverse effect on our business. In addition, a material work stoppage or union dispute could adversely affect our business, financial condition, results of operations and cash flows. We may not be able to recruit or retain key management and personnel.

Added

Our success is dependent on the management and leadership skills of our key management and personnel. The loss of any member of our key leadership team, and personnel or an inability to attract, retain, develop and maintain additional personnel could prevent us from implementing our business strategy.

Added

The loss of one or more members of our key management or operating personnel, or the failure to attract, retain and develop additional key personnel, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Added

Disruptions in credit and capital markets may make it more difficult for us and our suppliers and customers to borrow money or raise capital. Disruptions in the credit markets may result in less credit being made available by banks and other lending institutions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

31 edited+8 added−11 removed119 unchanged

2023 filing

2024 filing

Biggest changeSee “Our business, financial condition and results of operations could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing war between Russia in Ukraine, the Hamas-Israel conflict and the growing geopolitical tensions between China and Taiwan.

Biggest changeSee “ Negative or uncertain worldwide economic conditions may result in business volatility and may adversely impact our business, financial condition, results of operations and cash flow s” and “ Our business, financial condition and results of operations could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing war between Russia in Ukraine, the Hamas-Israel conflict and the growing geopolitical tensions between China and Taiwan .” This could have an adverse impact on our business, financial condition, results of operations and cash flows.

The trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment. Such regulations have in the past included, and may in the future include, laws and rules designed to reduce emissions of GHG, SO 2 , NOx, particulate matter and other air pollutants.

The global trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment. Such regulations have in the past included, and may in the future include, laws and rules designed to reduce emissions of GHG, SO 2 , NOx, particulate matter and other air pollutants.

Because carbon black is used in a diverse group of end products, demand for carbon black has historically been related to real gross domestic product (“GDP”) and general global economic conditions. In particular, a large part of our sales has direct exposure to the cyclical automotive industry and, to a lesser extent, the construction industry.

Because carbon black is used in a diverse array of end products, demand for carbon black has historically been related to real gross domestic product (“GDP”) and general global economic conditions. In particular, a large part of our sales has direct exposure to the cyclical automotive industry and, to a lesser extent, the construction industry.

Business, Environmental, Health and Safety Matters .” Regulations requiring a reduction of or that impose additional taxes or fees on greenhouse gas emissions could adversely affect our business, financial condition, results of operations and cash flows, and an increased awareness as well as adverse publicity about potential impacts on climate change by us or other companies in our industry could harm our reputation.

Business, Environmental, Health and Safety Matters .” Environmental, social and governance matters, including regulations requiring a reduction of or that impose additional taxes or fees on greenhouse gas emissions, could adversely affect our business, financial condition, results of operations and cash flows, and an increased awareness as well as adverse publicity about potential impacts on climate change by us or other companies in our industry could harm our reputation.

Global and regional economic downturns have in the past, and may in the future, reduce demand for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Global and regional economic downturns have in the past, and may in the future, reduced demand for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In periods with significant market turmoil and tightened credit availability, we could experience difficulties in accounts receivable collections, pricing pressure and reduced global or local business activity.

In periods with significant market turmoil or tightened credit availability, we could experience difficulties in accounts receivable collections, pricing pressures and reduced global or local business activity.

In 2023, our top ten customers accounted for approximately 48% of our volume measured in thousand metric tons (“kmt”). Our success in continuing to strengthen relationships and grow our business with our largest customers and in retaining their business over extended time periods could affect our future results.

In 2024, our top ten customers accounted for approximately 47% of our volume measured in thousand metric tons (“kmt”). Our success in continuing to strengthen relationships and grow our business with our largest customers and in retaining their business over extended time periods could affect our future results.

Due to the quantity of carbon black oil and finished goods that we typically keep in stock together with the levels of receivables 10 Table of Contents Orion S.A. and payables maintained, increases occur gradually over a two to three-month period but can vary depending on inventory levels and working capital levels, generally.

Due to the quantity of carbon black oil and finished goods that we typically keep in stock together with the levels of receivables and payables maintained, increases occur gradually over a two to three-month period but can vary depending on inventory levels and working capital levels, generally.

The enactment of new environmental laws and regulations and/or the more aggressive interpretation of existing requirements could require us to incur significant costs for compliance or capital improvements or limit our current or planned operations, any of which could have a material adverse effect on our earnings or cash flow.

The enactment of new environmental laws and 14 Table of Contents Orion S.A. regulations and/or the more aggressive interpretation of existing requirements could require us to incur significant costs for compliance or capital improvements or limit our current or planned operations, any of which could have a material adverse effect on our earnings or cash flow.

Our operations are subject to hazards inherent in chemicals manufacturing and the related use, storage, transportation and disposal of feedstocks, products and wastes, including, but not limited to, fires and explosions, accidents, accidental oil or products releases, severe 8 Table of Contents Orion S.A. weather and natural disasters (including hurricanes, tornadoes, ice storms, droughts, floods and earthquakes, some of which are significantly increasing in likelihood because of climate change), pandemics (e.g.

Our operations are subject to hazards inherent in chemicals manufacturing and the related use, storage, transportation and disposal of feedstocks, products and wastes, including, but not limited to, fires and explosions, accidents, accidental oil or product releases, severe weather and natural disasters (including hurricanes, tornadoes, ice storms, droughts, floods and earthquakes, some of which are significantly increasing in likelihood because of climate change), pandemics (e.g.

Regardless, we may be required to incur non-capital expenditure costs to satisfy climate change and other environmental obligations imposed on us by the various regulations. 13 Table of Contents Orion S.A. Certain national and international health organizations have classified carbon black as a possible or suspect human carcinogen.

Regardless, we may be required to incur non-capital expenditure costs to satisfy climate change and other environmental obligations imposed on us by the various regulations. Certain national and international health organizations have classified carbon black as a possible or suspect human carcinogen.

This could have an adverse impact on our business, financial condition, results of operations and cash flows. Any failure to realize benefits from investments, joint ventures, acquisitions or alliances could adversely affect our business, financial condition, results of operations and cash flows. We have made, and may continue to make, investments and acquisitions and enter into joint ventures and collaborations.

Any failure to realize benefits from investments, joint ventures, acquisitions or alliances could adversely affect our business, financial condition, results of operations and cash flows. We have made, and may continue to make, investments and acquisitions and enter into joint ventures and collaborations.

If our information technology systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our production and operations.

If we should decide to include precipitated silica in combination with silane in our product portfolio in the future, we may be restricted in our ability to do so under our intellectual property sharing arrangements with Evonik Industries AG (“Evonik”) and its affiliates, one of our previous owners. 9 Table of Contents Orion S.A.

The war in Ukraine has caused and may continue to cause curtailed or delayed spending by our customers’ customers, particularly in the automotive industry, and increases the risk of customer defaults or delays in payments. The Hamas-Israel conflict or any escalation thereof could adversely impact our margins. 12 Table of Contents Orion S.A.

Success in offsetting increased raw material, energy and tax or tariff costs with related price increases is also influenced by competitive and economic conditions, as well as the speed and severity of such changes, and could vary significantly, depending on the segment served.

Should we not be able to substantially maintain or further develop our product portfolio, customers may elect to source comparable or other products from competitors, which could adversely affect our business, financial condition, results of operations and cash flows.

Information technology systems failures, particularly in connection with running SAP, including risks associated with upgrading or timely updating our systems, network disruptions, misuse, cybercrime and breaches of data security, could disrupt our production as well as our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting, and lead to increased costs.

Information technology systems failures, particularly in connection with running SAP, including risks associated with upgrading or timely updating our systems, network disruptions, misuse, cybercrime and breaches of data security, have occurred in the past, and if they occur in the future, could disrupt our production as well as our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting, and lead to increased costs.

The continuation or escalation of events like the war in Russia-Ukraine war or the Hamas-Israel conflict could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations and are difficult to predict.

As our technology continues to evolve, we anticipate that we will collect and store even more data in the future, and that our systems will increasingly use remote cloud-based 11 Table of Contents Orion S.A. solutions and communication features that are sensitive to both willful and unintentional security breaches.

As our technology continues to evolve, we anticipate that we will collect and store even more data in the future, and that our systems will increasingly use remote cloud-based solutions and communication features that are sensitive to both willful and unintentional security breaches.

We may be unable to offset these impacts or costs with price increases, productivity improvements, or cost-reduction efforts. Any success we do have in offsetting these impacts or costs will depend on competitive and economic conditions that are inherently variable.

Our reputation could suffer in the event of such a data breach, which could cause customers to purchase from our competitors. Ultimately, any compromise of our data security could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The current energy, financial, economic, and capital markets environment, and future developments in these and other areas present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations, and cash flows. Our business is subject to operational risks, which could adversely affect our business, financial condition, results of operations and cash flows.

The current energy, financial, economic and capital markets environment, and future developments in these and other areas, present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations and cash flows. Our operations in the EU are material to our business and important to our customers.

Our operations have the potential to cause environmental and other damage as well as personal injury. The operation of a chemical manufacturing business as well as the sale and distribution of chemical products involve safety, health and environmental risks.

This could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our operations have the potential to cause environmental and other damage as well as personal injury. The operation of a chemical manufacturing business as well as the sale and distribution of chemical products involve safety, health and environmental risks.

U.S., EU and international regulators, investors and other stakeholders are increasingly focused on environmental, social and governance (ESG) matters. For example, new U.S., EU and international laws and regulations relating to ESG matters, including environmental sustainability and climate change, human capital management and cybersecurity, are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations.

For example, the changing U.S., EU and international laws, regulations and investor expectations relating to ESG matters, including environmental sustainability and climate change and human capital management, are under consideration or being adopted, which may include specific, target-driven disclosure requirements or expectations.

The majority of carbon black grades are defined as nanomaterials. Furthermore, the International Organization for Standardization (“ISO”) developed the ISO TC 229 “Nanotechnologies,” which considers carbon black a “nano-structured material.” The industry is not yet generally affected by these definitions. However, certain regulations regarding cosmetics applications or articles which are intended for food contact have already implemented nano-specific provisions.

Our response will require increased costs to comply, including the implementation of new reporting processes, entailing additional compliance risk, enhanced workforce skills, and other incremental investments, and our action or inaction in response to these expectations could harm our reputation and relationship with stakeholders.

Furthermore, some of our competitors may have greater financial and other resources, enhanced access to governmental funding or a larger capitalization than we have.

Furthermore, some of our competitors may have greater financial and other resources, enhanced access to governmental funding or a larger capitalization than we have. Additionally, our business is sensitive to industry capacity utilization, and pricing tends to fluctuate when capacity utilization changes occur, which could affect our financial performance.

Accordingly, these hazards and their consequences could have a material adverse effect on our business, financial condition, results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation. Environmental, social and governance matters and any related reporting obligations may impact our businesses.

Accordingly, these hazards and their consequences could have a material adverse effect on our business, financial condition, results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation. The European Union REACH legislation or similar legislation in other countries may affect our ability to manufacture and sell certain products.

In addition, the EPA and other nations’ environmental regulatory authorities, including the European Commission, are also conducting extensive environmental health and safety testing of nano-scale materials.

Carbon black consists of aggregates of primary nano-scale particles. The EPA and other governmental agencies have developed regulatory schemes under which they collect further data on nano-scale materials, including carbon black. In addition, the EPA and other nations’ environmental regulatory authorities, including the European Commission, are also conducting extensive environmental health and safety investigations of nano-scale materials.

This development may significantly affect our business in a manner we cannot predict, including by increasing the costs of doing business or decreasing the marketability of our products. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Similar nano-specific provisions are also being discussed for other regulations which may additionally affect the use of carbon black in the future. This development may significantly affect our business in a manner we cannot predict, including by increasing the costs of doing business or decreasing the marketability of our products.

Removed

If we are unable to successfully negotiate with the representatives of our employees, including labor unions and works councils, we may experience strikes and work stoppages. We are party to collective bargaining agreements. We also are required to consult with our employee representatives, such as works councils, on certain matters such as restructuring, acquisitions and divestitures.

Added

If the competitiveness of manufacturing in the EU continues to decrease in light of factors such as increased environmental compliance costs, inconsistent economic policies and rigid labor practices, our customers may have difficulty maintaining the competitiveness of their operations in this region or lose meaningful market share to lower cost imports from other regions, particularly Asia.

Removed

Added

For example, a shift in tire production from a higher cost region (such as 8 Table of Contents Orion S.A. the EU) to a lower cost region (such as Asia) could increase the export of tires made in Asia for sales into Europe and could result in a reduction in tire production in the EU and reduce our profitability.

Removed

Added

In addition, changes in, or tensions relating to, U.S. or other countries’ trade relations with countries where we do business or from which we source necessary supplies may adversely impact our business. The imposition of additional restrictive policies by individual countries could lead to unexpected operating difficulties in countries we operate or do business with.

Removed

Added

Actual or threatened tariff measures have, and may continue to have, impacts on global markets and foreign exchange rates. Any of these could increase our costs and negatively impact our financial condition, results of operations and cash flows. Our business is subject to operational risks, which could adversely affect our business, financial condition, results of operations and cash flows.

Removed

Added

These risks may be exacerbated as we continue to develop our information technology systems, including through the implementation of certain artificial intelligence tools, which tools may also expose us to additional risks.

Removed

Carbon black consists of aggregates of primary nano-scale particles. The EPA and other governmental agencies are currently developing a regulatory approach under which they will collect further data on nano-scale materials, including carbon black, under the U.S. Toxic 14 Table of Contents Orion S.A. Substances Control Act (“TSCA”).

Added

Furthermore, there continues to be uncertainty about the future relationship between the U.S. and certain countries, and our reliance upon production in such countries exposes us to risks due to changes in these relationships, including with respect to trade policies, treaties, government regulations and tariffs, among others.

Removed

However, certain regulations regarding cosmetics applications or articles which are intended for food contact have already been implemented, and other regulations are being discussed which may affect the use of carbon black in the future.

Added

U.S., EU and international regulators, investors and other stakeholders are increasingly focused on environmental, social and governance (ESG) matters.

Removed

If our ESG practices fail to meet these regulatory requirements, obligations or investor, customer, consumer, employee or other stakeholders' evolving expectations and standards in areas including environmental stewardship, support for local communities, diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted.

Added

Given the industry we operate in, regulations requiring a reduction of or that impose additional taxes or fees on greenhouse gas emissions may have a significant impact on our business, financial conditions, results of operations and cash flows as further explained below.

Removed

Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Removed

If we do not adapt to, or comply with new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, which could have a material adverse effect on our reputation, business or financial condition.

Removed

The European Union REACH legislation or similar legislation in other countries may affect our ability to manufacture and sell certain products.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed11 unchanged

2023 filing

2024 filing

Biggest changeOur approach to managing cybersecurity is designed to ensure oversight and strategic leadership. Leading our cybersecurity risk management efforts is our Chief Information Security Officer (“CISO”). 20 Table of Contents Orion S.A.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged

2023 filing

2024 filing

Biggest changeItem 2. Properties Production Facilities We currently operate 14 wholly owned production facilities in Europe, North and South America, South Africa and Asia, and one jointly owned production facility at Dortmund, Germany. Most of our production facilities are ISO 9001, Quality Management and ISO 14001, Environmental Management certified.

Biggest changeItem 2. Properties Production Facilities We currently operate 14 wholly owned production facilities, excluding the under-construction facility at La Porte, Texas, in Europe, North and South America, South Africa and Asia and one jointly owned production facility at Dortmund, Germany. Most of our production facilities are ISO 9001, Quality Management and ISO 14001, Environmental Management certified.

The map provides an overview of the geographical footprint of our production network as of December 31, 2023:

The map provides an overview of the geographical footprint of our production network as of December 31, 2024:

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged

2023 filing

2024 filing

Biggest changeWe believe, based on currently available information, that the results of the proceedings referenced above, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results and cash flow for any particular period when the relevant costs are incurred.

Biggest changeWe believe, based on currently available information, that the results of the proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results and cash flow for any particular period when the relevant costs are incurred.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−1 removed6 unchanged

2023 filing

2024 filing

Biggest changeThe information required by Item 201(d) of Regulation S-K is incorporated by reference to the Proxy Statement (as defined in Item 10 below) under the heading “ Equity Compensation Plan Information at December 31, 2023 .” Dividend Policy In accordance with the Luxembourg Company Law, the general meeting of stockholders has the power to make a resolution on the payment of dividends upon the recommendation of the Board of Directors.

Biggest changeThe information required by Item 201(d) of Regulation S-K is incorporated by reference to the Proxy Statement (as defined in Item 10) under the heading “ Equity Compensation Plan Information at December 31, 2024 ”, elsewhere in this Annual Report.

The maximum number of shares of our Common stock that may yet be purchased is not necessarily an indication of the number of stock that will ultimately be purchased. Each authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.

The maximum number of shares of our Common stock that may yet be purchased is not necessarily an indication of the number of stocks that will ultimately be purchased. Each authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.

The graph below shows the relative investment performance of Orion Engineered Carbons S.A.'s common stock, the S&P Smallcap 600 Index and S&P Small Cap Chemicals Index since December 31, 2018. The graph assumes that $100 was invested on December 31, 2018 and any dividends paid were reinvested at the date of payment.

The graph below shows the relative investment performance of Orion S.A.'s common stock, the S&P Smallcap 600 Index and S&P Small Cap Chemicals Index since December 31, 2019. The graph assumes that $100 was invested on December 31, 2019 and any dividends paid were reinvested at the date of payment.

Period Total number of Common stocks purchased Average price paid per share Total number of Common stock purchased as part of publicly announced plans Maximum number of Common stock yet be purchased as part of publicly announced plans Stock Repurchase Program October 1 — 31, 2023 178,652 $ 20.37 178,652 6,157,434 November 1 — 30, 2023 106,488 21.91 106,488 6,050,946 December 1 — 31, 2023 29,669 25.28 29,669 6,021,277 Common stock Repurchased in 2023 fourth quarter 314,809 314,809 6,021,277 23 Table of Contents Orion S.A.

Period Total number of Common stocks purchased Average price paid per share Total number of Common stocks purchased as part of publicly announced plans Maximum number of Common stocks yet be purchased as part of publicly announced plans Stock Repurchase Program October 1 — 31, 2024 — $ — — 5,384,875 November 1 — 30, 2024 164,912 18.00 164,912 5,219,963 December 1 — 31, 2024 331,971 16.86 331,971 4,887,992 Common stock Repurchased in 2024 fourth quarter 496,883 496,883 4,887,992 23 Table of Contents Orion S.A.

As of February 9, 2024, there were approximately 12 record holders of our common stock, i.e. stockholders directly registered under their name in the Company’s physical stock ledger in Luxembourg. During the fiscal year ended December 31, 2023, we did not sell any equity securities that were not registered under the Securities Act.

As of February 14, 2025, there were approximately 11 record holders of our common stock, i.e., shareholders directly registered under their name in the Company’s physical stock ledger in Luxembourg, including Cede & Co. as nominee of the Depository Trust Company.

The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. 2018 2019 2020 2021 2022 2023 Orion S.A. $ 100.00 $ 79.57 $ 71.93 $ 77.05 $ 75.21 $ 117.50 S&P Smallcap 600 100.00 122.78 136.64 173.29 145.39 168.73 S&P Small Cap Chemicals Index 100.00 116.09 137.69 172.61 147.72 157.00

The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. 2019 2020 2021 2022 2023 2024 Orion S.A. $ 100.00 $ 90.40 $ 96.83 $ 94.52 $ 147.67 $ 84.42 S&P Smallcap 600 100.00 111.29 141.13 118.41 137.42 149.37 S&P Small Cap Chemicals Index 100.00 118.61 148.68 127.25 135.24 128.11

Removed

This new stock repurchase program is in addition to our previous stock repurchase program, which was adopted by our Board of Directors in 2022 and authorized management to purchase up to $50 million of our Common stock (“Prior Stock Repurchase Program”). The common stock repurchases, under the prior Repurchase Program , was completed during the second quarter of 2023.

Added

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions. During the fiscal year ended December 31, 2024, we did not sell any equity securities that were not registered under the Securities Act.

Added

Dividend Policy In accordance with the Luxembourg Company Law, the general meeting of stockholders has the power to make a resolution on the payment of dividends upon the recommendation of the Board of Directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2023 filing

2024 filing

Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments and Certain Known Trends. 30 Table of Contents Orion S.A Critical Accounting Policies and Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities.

Biggest changeLeases to the accompanying Consolidated Financial Statements. 30 Table of Contents Orion S.A Critical Accounting Policies and Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities.

Added

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the years ended December 31, 2024 and 2023, and should be read in conjunction with the information included under Item 1. Business and Item 8.

Added

Financial Statements and Supplementary Data included elsewhere in this Annual Report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP” or “U.S. GAAP”) and in U.S. dollars. This section discusses year-to-year comparisons between 2024 and 2023. For discussions on year-to-year comparison between 2023 and 2022 refer to Part II, Item 7.

Added

Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report in Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on February 15, 2024 (the “ Prior Annual Report ”).

Added

Overview In 2024, our net sales were $1,877.5 million, sales volume was 934.8 kmt, net income was $44.2 million, and Adjusted EBITDA was $302.2 million. • Specialty Carbon Black Segment —Adjusted EBITDA was $108.1 million.

Added

This segment accounted for 34.4% of our total revenue, 35.8% of total Adjusted EBITDA and 26.3% of our total volume in kmt in 2024. • Rubber Carbon Black Segment —Adjusted EBITDA was $194.1 million. This segment accounted for 65.6% of our total revenue, 64.2% of total Adjusted EBITDA and 73.7% of our total volume in kmt in 2024.

Added

Key Factors Affecting Our Results of Operations We believe certain factors had, and will continue to have, a material effect on our results of operations and financial condition.

Added

As many of these factors are beyond our control, and certain of these factors have historically been volatile, past performance will not necessarily be indicative of future performance, and it is difficult to predict future performance with any degree of certainty.

Added

In addition, important factors that could cause our actual results of operations or financial conditions to differ materially from those expressed or implied below, include, but are not limited to, factors indicated under “ Item 1A.

Added

Risk Factors ” and “ Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 ” elsewhere in this Annual Report. Recent Developments and Certain Known Trends General Economic Conditions, Cyclicality and Seasonality Throughout 2024, Rubber Carbon Black markets faced headwinds from soft global demand, capacity additions and economic uncertainty.

Added

Higher tire imports in the U.S. and Europe also adversely impacted our Rubber Carbon Black segment. In contrast, Specialty Carbon Black segment benefited from demand recovery. In 2024, our Net income was $44.2 million.

Added

A criminal scheme that resulted in multiple fraudulently-induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $42.9 million, net of $16.4 million of tax benefit, also adversely impacted our net income.

Added

Adjusted EBITDA of $302.2 million was lower compared to 2023, primarily due to demand softening in the Rubber Carbon Black segment, higher fixed costs and lower cogeneration. However, improved demand for Specialty Carbon Black products, across all regions, positively impacted our Adjusted EBITDA.

Added

Availability of, and volatility in the prices for various carbon black feedstocks including those that are oil based, can be influenced by a variety of geopolitical considerations, for example, government policy on climate change, the ongoing Russian-Ukraine war, the Middle-East conflicts, and the incoming U.S. administration’s energy policy in the United States, among others.

Added

While it is reasonable to expect continued volatility in the global energy-related commodity markets, we have worked to mitigate risks associated with such volatility by incorporating the aforementioned raw material cost pass-through provisions in our supply agreements when possible, and by qualifying multiple sources of feedstocks and energy sources for our manufacturing operations.

Added

Depending upon how the tariff measures unfold as discussed in Item 1A. Risk Factors, increased imports may impact our future operating and financial results.

Added

Reconciliation of Non-GAAP Financial Measures We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies.

Added

For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below. 25 Table of Contents Orion S.A These non-GAAP measures include, but are not limited to, Adjusted EBITDA, Net Working Capital and Capital Expenditures.

Added

We define: • Adjusted EBITDA —Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss due to misappropriation of assets, net, etc.) plus Earnings in affiliated companies, net of tax. • Net Working Capital —Inventories, net plus Accounts receivable, net minus Accounts payable. • Capital Expenditures —Cash paid for the acquisition of property, plant and equipment.

Added

Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the chief operating decision maker (“CODM”). Adjusted EBITDA is used by CODM to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business.

Added

We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period.

Added

By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations.

Added

In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully.

Added

Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.

Added

Operating Result s 2024 Compared to 2023 Operating results for the periods discussed are as follows: Year Ended December 31, Year-Over-Year 2024 2023 Delta (In millions, except volume) % Volume (in kmt) 934.8 932.1 2.7 0.3% Net sales $ 1,877.5 $ 1,893.9 $ (16.4) (0.9)% Cost of sales 1,448.7 1,442.9 5.8 0.4% Gross profit 428.8 451.0 (22.2) (4.9)% Selling, general and administrative expenses 237.8 221.9 15.9 7.2% Research and development costs 27.1 24.5 2.6 10.6% Loss due to misappropriation of assets, net 59.3 — 59.3 —% Other expense (income), net 1.9 (0.7) 2.6 (371.4)% Income from operations 102.7 205.3 (102.6) (50.0)% Interest and other financial expense, net 49.4 50.9 (1.5) (2.9)% Reclassification of actuarial gains from AOCI — (8.9) 8.9 (100.0)% Income before earnings in affiliated companies and income taxes 53.3 163.3 (110.0) (67.4)% Income tax expense 9.7 60.3 (50.6) (83.9)% Earnings in affiliated companies, net of tax 0.6 0.5 0.1 20.0% Net income $ 44.2 $ 103.5 $ (59.3) (57.3)% Other comprehensive income (loss), net of tax Foreign currency translation adjustments (24.3) (7.6) (16.7) 219.7% Net gains (losses) on derivatives (5.3) (8.3) 3.0 (36.1)% Defined benefit plans, net (0.4) (11.5) 11.1 (96.5)% Other comprehensive income (loss) (30.0) (27.4) (2.6) 9.5% Comprehensive income $ 14.2 $ 76.1 $ (61.9) (81.3)% 26 Table of Contents Orion S.A Reconciliation of Non-GAAP Financial Measures The following tables present a reconciliation of each Non-GAAP measure to the most directly comparable GAAP measure: Reconciliation of Net income to Adjusted EBITDA (A Non-GAAP financial Measure) Year Ended December 31, Year-Over-Year 2024 2023 Delta (In millions) % Net income $ 44.2 $ 103.5 $ (59.3) (57.3) % Add back Income tax (benefit) expense 9.7 60.3 (50.6) (83.9) % Add back Equity in earnings of affiliated companies, net of tax (0.6) (0.5) (0.1) 20.0 % Income before earnings in affiliated companies and income taxes 53.3 163.3 (110.0) (67.4) % Add back Interest and other financial expense, net 49.4 50.9 (1.5) (2.9) % Add back Reclassification of actuarial gain from AOCI — (8.9) 8.9 — % Income from operations 102.7 205.3 (102.6) (50.0) % Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 125.3 113.0 12.3 10.9 % EBITDA 228.0 318.3 (90.3) (28.4) % Equity in earnings of affiliated companies, net of tax 0.6 0.5 0.1 20.0 % Loss due to misappropriation of assets, net Misappropriation of assets, net 55.7 — 55.7 — % Professional fees related to misappropriation of assets 3.6 — 3.6 — % Long term incentive plan 15.3 15.4 (0.1) (0.6) % Environmental reserves — (2.2) 2.2 (100.0) % Other adjustments (1.0) 0.3 (1.3) (433.3) % Adjusted EBITDA $ 302.2 $ 332.3 $ (30.1) (9.1) % Specialty Carbon Black Adjusted EBITDA $ 108.1 $ 110.7 $ (2.6) (2.3) % Rubber Carbon Black Adjusted EBITDA $ 194.1 $ 221.6 $ (27.5) (12.4) % Net sales Volume increased marginally by 2.7 kmt, or 0.3%, to 934.8 kmt, year-over-year, primarily due to higher Specialty Carbon Black segment volume, partially offset by lower Rubber Carbon Black segment volume .

Added

Net sales decreased marginally by $16.4 million, or 0.9%, from $1,893.9 million in 2023 to $1,877.5 million in 2024, driven primarily by pass-through effect of lower oil prices, lower Rubber Carbon Black segment volume and unfavorable foreign currency translation impact, partially offset by broad-based recovery in the Specialty Carbon Black segment across all regions.

Added

Cost of sales Cost of sales increased marginally by $5.8 million, or 0.4%, from $1,442.9 million in 2023 to $1,448.7 million in 2024, primarily to associated costs of higher Specialty Carbon Black segment volume and higher fixed costs. Gross profit Gross profit decreased by $22.2 million or 4.9%, from $451.0 million in 2023 to $428.8 million in 2024.

Added

The decrease was primarily driven by higher fixed costs, unfavorable impact from pass-through of raw material costs and lower cogeneration. Selling, general and administrative expenses Selling, general and administrative expenses increased by $15.9 million, or 7.2%, from $221.9 million in 2023 to $237.8 million in 2024 driven primarily by higher freight and personnel costs.

Added

Loss due to misappropriation of assets, net During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $55.7 million, net of recoveries.

Added

In addition, we incurred $3.6 27 Table of Contents Orion S.A million of professional fees in connection with our investigations. For more information, refer to Note Q. Commitments and Contingencies to the Condensed Consolidated Financial Statements. Income tax expense Income tax expense was $9.7 million and $60.3 million in 2024 and 2023, respectively.

Added

The 2024 effective income tax rate was 18.0% compared with 36.9% in 2023. The decrease in the effective tax rate was mainly due to the release of uncertain tax positions and impacts from changes in U.S. international tax laws. Those were partially offset by the effects of valuation allowances on tax losses and nondeductible expenses.

Added

We recognized $16.4 million of tax benefit related to Loss due to misappropriation of assets, net. For further discussion refer to Note Q. Commitments and Contingencies to the Condensed Consolidated Financial Statements.

Added

The 2024 effective tax rate was particularly impacted by: • the release of uncertain tax positions of $13.3 million and associated interest, and • benefits from the changes in U.S. international laws of $9.6 million. For further details, see Note P. Income Taxes in Item 8. Financial Statements and Supplementary Data, to the audited Consolidated Financial Statements.

Added

Adjusted EBITDA (A Non-GAAP Financial Measure) Adjusted EBITDA decreased by $30.1 million, or 9.1%, from $332.3 million in 2023 to $302.2 million in 2024. The decrease was primarily due to higher selling, general and administrative expenses, lower Rubber Carbon Black segment volume and lower cogeneration. Those were partially offset by higher volume in the Specialty Carbon Black segment.

Added

Comprehensive Income 2024 vs 2023 ―Comprehensive income decreased by $61.9 million, from $76.1 million to $14.2 million, primarily due to a decrease in net income. The activities from the remaining components of Comprehensive income are discussed below. • $16.7 million unfavorable foreign currency translation adjustments due to U.S. dollar versus euro.

Added

Those decreases were partially offset by: • $11.1 million related to net favorable changes in defined pension and other post-retirement benefits, and • $3.0 million related to net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.

Added

Segment Discussion Our business operations are divided into two operating segments—Specialty Carbon Black and Rubber Carbon Black. We use Segment Adjusted EBITDA as a measure of segment performance and profitability. The table below presents our segment results for 2024 and 2023.

Added

Year Ended December 31, Year-Over-Year 2024 2023 Delta (In millions, unless otherwise indicated) % Specialty Carbon Black Volume (kmt) 245.8 221.4 24.4 11.0 % Net sales $ 646.3 $ 610.6 $ 35.7 5.8 % Cost of sales 494.4 450.3 44.1 9.8 % Gross profit $ 151.9 $ 160.3 $ (8.4) (5.2) % Adjusted EBITDA $ 108.1 $ 110.7 $ (2.6) (2.3) % Rubber Carbon Black Volume (kmt) 689.0 710.7 (21.7) (3.1) % Net sales $ 1,231.2 $ 1,283.3 $ (52.1) (4.1) % Cost of sales 954.3 992.6 (38.3) (3.9) % Gross profit $ 276.9 $ 290.7 $ (13.8) (4.7) % Adjusted EBITDA $ 194.1 $ 221.6 $ (27.5) (12.4) % 28 Table of Contents Orion S.A Specialty Carbon Black 2024 Compared to 2023 Specialty Carbon Black segment volume increased by 24.4 kmt, or 11.0%, from 221.4 kmt in 2023 to 245.8 kmt in 2024, primarily due to demand recovery across all regions and end markets.

Added

Net sales of the Specialty Carbon Black segment increased by $35.7 million, or 5.8%, from $610.6 million in 2023 to $646.3 million in 2024. The net sales increase in 2024 was primarily due to higher volume across all regions, partially offset by unfavorable product mix and unfavorable foreign currency translation impact.

Added

Gross profit of the Specialty Carbon Black segment decreased by $8.4 million, or 5.2%, from $160.3 million in 2023 to $151.9 million in 2024, primarily driven by higher fixed costs and lower cogeneration, partially offset by higher volume.

Added

Adjusted EBITDA of the Specialty Carbon Black segment decreased by $2.6 million, or 2.3%, from $110.7 million in 2023 to $108.1 million in 2024. The decrease was primarily due to higher fixed costs and lower cogeneration. Those were partially offset by higher volume.

Added

Rubber Carbon Black 2024 Compared to 2023 Volume of the Rubber Carbon Black segment decreased by 21.7 kmt, or 3.1%, from 710.7 kmt in 2023 to 689.0 kmt in 2024. The decrease was primarily due to lower demand in the Americas region.

Added

Net sales of the Rubber Carbon Black segment decreased by $52.1 million, or 4.1%, from $1,283.3 million in 2023 to $1,231.2 million in 2024. The decrease was primarily due to lower volume and the pass-through effect of lower oil prices, partially offset by favorable price.

Added

Gross profit of the Rubber Carbon Black segment decreased by $13.8 million, or 4.7%, from $290.7 million in 2023 to $276.9 million in 2024. The decrease in the period was primarily driven by lower volume and lower cogeneration, partially offset by favorable price.

Added

Adjusted EBITDA of the Rubber Carbon Black segment decreased by $27.5 million, or 12.4%, from $221.6 million in 2023 to $194.1 million in 2024. The decrease was primarily due to lower volume in Americas region, lower cogeneration and higher fixed costs. Those were partially offset by favorable price.

Added

Liquidity and Capital Resources Historical Cash Flows The table below presents cash flows derived from our Consolidated Financial Statements.

Added

Year Ended December 31, 2024 2023 (In millions) Net cash provided by operating activities $ 125.3 $ 345.9 Net cash used in investing activities (206.7) (172.8) Net cash provided by (used in) financing activities 89.3 (197.1) 2024 Operating Activities —Cash provided by operating activities primarily reflected our Net income, adjusted for non-cash items and changes in working capital.

Added

The $55.7 million Loss due to misappropriation of assets, net of recoveries, $3.6 million of related professional fees and $16.4 million associated tax benefit are also included in cash provided by operating activities. Investing Activities— Cash used by investing activities amounted to $206.7 million.

Added

The expenditures were primarily related to maintenance and growth investments, including $66.4 million related to construction of the facility in La Porte, Texas. Financing Activities— Net cash provided by financing activities was $89.3 million. These inflows primarily consisted of $68.2 million, net borrowings under our ancillary credit facilities and $48.0 million related to other short-term debt borrowings.

Added

Those were partially offset by scheduled debt repayments, dividend distributions and repurchase of shares of Common stock. See Note J.

Added

Debt and Other Obligations to the accompanying Consolidated Financial Statements for further information regarding the Company’s indebtedness. 29 Table of Contents Orion S.A Sources of Liquidity Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multicurrency, senior secured Revolving credit facility and related ancillary facilities, uncommitted local credit lines and, from time to time, term loan borrowings and Accounts receivable factoring.

Added

We believe our anticipated future operating cash flow, the capacity under our existing credit facilities and uncommitted bilateral lines of credit, along with access to surety bonds, will be sufficient to finance our planned capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future.

Added

As of December 31, 2024, the Company had liquidity of $201.6 million, including cash and equivalents of $44.2 million, $127.5 million in availability remaining under our revolving credit facility, including ancillary lines and $29.9 million under other available credit lines.

Added

Net Working Capital (A Non-GAAP Financial Measure) We define Net Working Capital as the total of Inventories, net and Accounts receivable, net, less Accounts payable. Net Working Capital is a non-GAAP financial measure, and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net Working Capital.

Added

The components of Net Working Capital at December 31, are as follows: 2024 2023 (In millions) Inventories, net $ 290.4 $ 287.1 Accounts receivable, net 211.9 241.0 Accounts payable (156.2) (183.7) $ 346.1 $ 344.4 Our Net Working Capital position can vary significantly due to fluctuations in oil prices and receipts of carbon black oil shipments.

Added

In general, increases in the cost of raw materials lead to an increase in our Net Working Capital requirements. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net Working Capital occur gradually over a period of two to three months.

Added

Conversely, decreases in the cost of raw materials lead to a decrease in our Net Working Capital requirements over the same period of time. Our Net Working Capital increased to $346.1 million as of December 31, 2024 compared to $344.4 million as of December 31, 2023.

Added

The primary working capital change drivers, year over year, were as follows: • Accounts receivable, net —Improved payment terms and the factoring of certain Accounts receivable reduced this balance. See Note C. Accounts Receivable to the accompanying Consolidated Financial Statements for further information on the factoring agreement.

Added

This was partially offset by: • Accounts payable —Decrease in accounts payable was primarily due to timing of payments and lower production. Capital Requirements Capital Expenditures —We define Capital Expenditures as cash paid for the acquisition of property, plant and equipment.

Added

We plan to finance our capital expenditures with cash generated by our operating activities and or utilizing existing debt capacity. We currently do not have material commitments to make capital expenditures except for the under-construction facility at La Porte, Texas. We do not plan to make any other capital expenditures outside the ordinary course of our business.

Added

Debt and Other Obligations —Our gross debt balance as of December 31, 2024 was $908.7 million, an increase of $90.5 million compared to December 31, 2023. In 2025, we will repay $8.7 million of long-term debt from cash in hand and cash generated by operating activities. For more information on Debt, refer to Note J.

Added

Debt and Other Obligations to the accompanying Consolidated Financial Statements. Contractual Obligations —We believe our contractual obligations will be met with cash generated by operating activities and/or utilizing existing debt capacity. For more information on contractual obligations, refer to “ Note Q. Commitments and Contingencies ” to the accompanying Consolidated Financial Statements.

Added

Leases —We do not have material short-term lease obligations. We believe lease obligations would be met with cash generated by our operating activities and/or utilizing existing debt capacity. For operating and finance leases, refer to Note G.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+1 added−1 removed10 unchanged

2023 filing

2024 filing

Biggest changeThese practices involve the centralization of our exposure to underlying currencies that are not subject to central bank and/or country specific restrictions. By centralizing most of our foreign currency exposure into one subsidiary, we are able to take advantage of any natural offsets, thereby reducing the overall impact of changes in foreign currency rates on our earnings.

Biggest changeBy centralizing most of our foreign currency exposure into one subsidiary, we are able to take advantage of any natural offsets, thereby reducing the overall impact of changes in foreign currency rates on our earnings.

Orion is exposed to interest rate risk, which might arise from incurring new liabilities due to higher interest rates. We also have term loans which are variable interest rate instruments, that exposes us to market risk arising from changes in the yield curve. Appropriate hedging instruments are in place to mitigate the exposure arising from increasing interest rates.

Orion is exposed to interest rate risk, which might arise from incurring new liabilities due to higher interest rates. We also have term loans which are variable interest rate instruments, that expose us to market risk arising from changes in the yield curve. Appropriate hedging instruments are in place to mitigate the exposure arising from increasing interest rates.

The following discussion and analysis only address our market risk and does not address other financial risks that we face in the normal course of business, including credit risk and liquidity risk. Interest Rate Risk Interest rate risk management aims to protect consolidated Net income from negative effects from market interest rate fluctuations.

The following discussion and analysis only addresses our market risk and does not address other financial risks that we face in the normal course of business, including credit risk and liquidity risk. Interest Rate Risk Interest rate risk management aims to protect consolidated Net income from negative effects due to market interest rate fluctuations.

It shows the change resulting from a hypothetical fluctuation of 50 basis points (0.50%) in the three-month LIBOR and the USD Term SOFR 3M + CAS (Credit Adjustment Spread) as of December 31, 2023, assuming that all other variables remain unchanged.

It shows the change resulting from a hypothetical fluctuation of 50 basis points (0.50%) in the three-month LIBOR and the USD Term SOFR 3M + CAS (Credit Adjustment Spread) as of December 31, 2024, assuming that all other variables remain unchanged.

A fluctuation of the euro/U.S. dollar exchange rate of 10% as of December 31, 2023, with other conditions remaining unchanged, would have the following effect on our Income before earnings in affiliated companies and income taxes: December 31, 2023 Value of the U.S.

A fluctuation of the euro/U.S. dollar exchange rate of 10% as of December 31, 2024, with other conditions remaining unchanged, would have the following effect on our Income before earnings in affiliated companies and income taxes: December 31, 2024 Value of the U.S.

Interest and other financial expense, net, in the Consolidated Statements of Operations reflected net exchange rate foreign currency losses of $4.0 million, $3.5 million and $6.4 million in 2023, 2022, and 2021, respectively. Commodity Risk Commodity risk results from changes in market prices for raw materials, mainly carbon black oil. Raw materials are primarily purchased to meet our production requirements.

Interest and other financial expense, net, in the Consolidated Statements of Operations reflected net exchange rate foreign currency losses of $1.6 million, $4.0 million and $3.5 million in 2024, 2023, and 2022, respectively. Commodity Risk Commodity risk results from changes in market prices for raw materials, mainly carbon black oil. Raw materials are primarily purchased to meet our production requirements.

The effect of this hypothetical change in the interest rate of the variable rate loan to our Consolidated Statements of Operations, Income before earnings in affiliated companies and income taxes ("income before taxes" in this section) is as follows: December 31, 2023 Increase by 0.50% Decrease by 0.50% In millions (Increase) decrease in interest expense $ (4.3) $ 4.4 Increase (decrease) in total comprehensive income before taxes 4.3 (4.4) Foreign Currency Risk A significant portion of our reporting entities use the euro as their functional currency.

The effect of this hypothetical change in the interest rate of the variable rate loan to our Consolidated Statements of Operations, Income before earnings in affiliated companies and income taxes ("income before taxes" in this section) is as follows: December 31, 2024 Increase by 0.50% Decrease by 0.50% In millions (Increase) decrease in interest expense $ (2.3) $ 3.0 (Increase) decrease in total comprehensive income before taxes 2.3 (3.0) Foreign Currency Risk A significant portion of our reporting entities use the euro as their functional currency.

At December 31, 2023, 2022, and 2021, a 10% fluctuation compared to the U.S. dollar in the underlying currencies that have no central bank or other currency restrictions related to non-hedged monetary assets, net would have resulted in an additional impact to earnings of approximately $2.8 million, $11.0 million, and $8.3 million, respectively.

At December 31, 2024, 2023, and 2022, a 10% fluctuation compared to the U.S. dollar in the underlying currencies that have no central bank or other currency restrictions related to non-hedged monetary assets, net would have resulted in an additional impact to earnings of approximately $5.2 million, $2.8 million, and $11.0 million, respectively.

To minimize the effects of our net currency exchange exposures, we enter into foreign exchange contracts and cross-currency swaps. Our net position in foreign currencies is monitored daily. 32 Table of Contents Orion S.A We maintain risk management control practices to monitor foreign currency risk attributable to our intercompany and third party outstanding foreign currency balances.

To minimize the effects of our net currency exchange exposures, we enter into foreign exchange contracts and cross-currency swaps. Our net position in foreign currencies is monitored daily. We maintain risk management control practices to monitor foreign currency risk attributable to our intercompany and third party outstanding foreign currency balances.

Dollar in relation to the Euro (1) Increase by 10% Decrease by 10% In thousands FX gain (loss) in financial result $ 8.8 $ (10.7) (1) As of December 31, 2023: €1 = $1.105 (U.S.). Some of our operations enter into transactions that are not denominated in their functional currency.

Dollar in relation to the Euro (1) Increase by 10% Decrease by 10% In millions FX gain (loss) in financial result $ 8.5 $ (10.4) (1) As of December 31, 2024: €1 = $1.0389 (U.S.). Some of our operations enter into transactions that are not denominated in their functional currency.

A significant portion of our volume, approximately 65%, is sold based on formula-driven price adjustment mechanisms for changes in costs of raw materials. Sales prices under non-indexed contracts are reviewed on a quarterly basis to reflect raw material and market fluctuation.

Removed

We believe that our contracts enable us to generally maintain our Segment Adjusted EBITDA Margins. 33 Table of Contents Orion S.A

Added

These practices involve the centralization of our exposure to underlying currencies that are not 32 Table of Contents Orion S.A subject to central bank and/or country specific restrictions.

Top changes in Orion S.A.'s 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other OEC 10-K year-over-year comparisons