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What changed in Orion S.A.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Orion S.A.'s 2024 and 2025 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 2025 report.

+137 added−141 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-20)

Top changes in Orion S.A.'s 2025 10-K

137 paragraphs added · 141 removed · 112 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

17 edited+1 added−4 removed84 unchanged
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.
Biggest changeWe are subject to tax in Luxembourg, Germany and in other jurisdictions, and significant judgment is required in determining our provision for income taxes.
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.
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 new and certain aspects of Pillar Two are not yet finalized.
Additional claims by (former) employees or contractors based on alleged past exposure to asbestos or other substances with negative health effects may be received in the future. We may also be subject to litigation based on environmental matters such has pollution, remediation, contamination, or exposure to hazardous substances either in the workplace or resulting from the use of our products.
Additional claims by (former) employees or contractors based on alleged past exposure to asbestos or other substances with negative health effects may be received in the future. We may also be subject to litigation based on environmental matters such as pollution, remediation, contamination, or exposure to hazardous substances either in the workplace or resulting from the use of our products.
Therefore, our financial results in any given period are materially affected by fluctuations in the value of the U.S. dollar relative to other currencies, in particular the euros, the Korean won and Chinese renminbi.
Therefore, our financial results in any given period are materially affected by fluctuations in the value of the U.S. dollar relative to other currencies, in particular the euro, the Korean won and Chinese renminbi.
Currently, approximately half of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water. Some of this co-generated energy is self-consumed, and the excess may be sold to third parties.
Most of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water. Some of this co-generated energy is self-consumed, and the excess may be sold to third parties.
In addition, a downgrade could adversely affect our existing financing, limit access to the capital or credit markets, or otherwise adversely affect the availability of other new financing on favorable terms, if at all, result in more restrictive covenants in agreements governing the terms of any future indebtedness that we incur, increase our borrowing costs, or otherwise adversely affect our business, financial condition, results of operations and cash flows.
In addition, a downgrade could adversely affect our existing financing, limit access to the capital or credit markets, or otherwise adversely affect the availability of other new financing on favorable terms, if at all, result in more restrictive covenants in agreements governing the terms of any future indebtedness that we incur, increase our borrowing costs or otherwise adversely affect our business, financial condition, results of operations and cash flows. 17 Table of Contents Orion S.A.
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. 19 Table of Contents Orion S.A.
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.
As a result, our stockholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers than they would as stockholders of a corporation incorporated in the U.S.
As a result, our stockholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers than they would as stockholders of a corporation incorporated in the U.S. 19 Table of Contents Orion S.A.
Fluctuations in currency exchange rates could require us to reduce our prices to remain competitive in foreign markets. In each case, the relevant income or expense is reported in the relevant local currency and is translated into the U.S. dollar at the applicable currency exchange rate for inclusion in our consolidated financial 17 Table of Contents Orion S.A. statements.
Fluctuations in currency exchange rates could require us to reduce our prices to remain competitive in foreign markets. In each case, the relevant income or expense is reported in the relevant local currency and is translated into the U.S. dollar at the applicable currency exchange rate for inclusion in our consolidated financial statements.
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.
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. 20 Table of Contents Orion S.A.
Furthermore, the inability of our customers to obtain credit facilities or capital market financing may adversely affect our business by reducing our sales and increasing our exposure to bad debt, while the inability of our suppliers to access adequate financing may adversely affect our business by increasing prices for raw materials, energy and transportation.
Furthermore, the inability of our customers to obtain credit facilities or capital market financing may adversely affect our business by reducing our sales and increasing our exposure to bad debt, while the inability of our suppliers to access adequate financing may adversely affect our business by increasing prices for raw materials, energy and transportation. Item 1B. Unresolved Staff Comments None
Item 1. Business, Environmental, Health and Safety Matters .” 15 Table of Contents Orion S.A. Market and regulatory changes may affect our ability to sell or otherwise benefit from co-generated energy, which may adversely affect our business, results of operations and cash flows.
Item 1. Business, Environmental, Health and Safety Matters .” Market and regulatory changes may affect our ability to sell or otherwise benefit from co-generated energy, which may adversely affect our business, results of operations and cash flows.
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.
In particular, we are subject to tax audits in various jurisdictions, and 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.
When we file a patent application, it is usually filed for all countries with active competition where we have existing customers.
When we file a patent application, it is usually filed for all countries with active competition where we have existing customers. 16 Table of Contents Orion S.A.
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.
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.
Risks Related to Indebtedness, Currency Exposure and Other Financial Matters Our financial leverage may make it difficult for us to service that debt and operate our businesses. We are leveraged with recurring debt service obligations and expect to continue to have leverage for the foreseeable future. We may also incur more debt in the future.
We are leveraged with recurring debt service obligations and expect to continue to have leverage for the foreseeable future. We may also incur more debt in the future.
In addition, licensing agreements may not be available to us, and, if available, may not be available to us on acceptable terms.
In addition, licensing agreements may not be available to us, and, if available, may not be available to us on acceptable terms. Risks Related to Indebtedness, Currency Exposure and Other Financial Matters Our financial leverage may make it difficult for us to service that debt and operate our businesses.
Removed
In connection with the separation of our business from Evonik, completed on July 29, 2011 (the “Acquisition”), Evonik assigned to us intellectual property that was exclusively used in its carbon black business as well as certain intellectual property rights that are still in use in Evonik’s retained business.
Added
We 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.
Removed
Also, Evonik retained ownership of certain intellectual property that is not material to us. Evonik has granted us a non-exclusive license to use such retained intellectual property in the field of carbon black.
Removed
In addition, we have granted back to Evonik licenses relating to some of our intellectual property rights to use such intellectual property in all fields outside the field of carbon 16 Table of Contents Orion S.A. black, which licenses are exclusive, subject to certain exceptions in areas adjacent to carbon black.
Removed
Accordingly, we may be restricted in leveraging the intellectual property that we use on the basis of a license from Evonik or the intellectual property that is subject to the grant-back licenses to expand our business into certain fields outside of carbon black.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

36 edited+4 added−2 removed120 unchanged
Biggest changeCOVID-19) or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.
Biggest changeOur 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., COVID-19) or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.
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.
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 in or do business with.
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.
These risks may be exacerbated as we continue to develop our information technology systems, including through the implementation of certain artificial intelligence tools, which may also expose us to additional risks.
Over the past few decades, the relationship between GHGs and global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted laws and regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.
Over the past few decades, the relationship between GHGs and concern for global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted laws and regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.
Any new or amended environmental laws and regulations may result in costly measures for matters subject to regulation, including but not limited to more stringent limits or control requirements for our air emissions; new or increased compliance obligations relating to emission of GHG, SO 2 , NOx, and particulate matter; any impact our operations could have on the environment or surrounding community; which, in each case, could have a material adverse effect on our operations and financial condition and cash flows.
Any new or amended environmental laws and regulations may result in costly measures for matters subject to regulation, including but not limited to more stringent limits or control requirements for our air emissions; new or increased compliance obligations relating to emission of GHG, SO2, NOx, and particulate matter; any impact our operations could have on the environment or surrounding community; which, in each case, could have a material adverse effect on our operations and financial condition and cash flows.
Despite our efforts to control, significant volumes of CO 2 , a GHG, are emitted in our carbon black manufacturing processes.
Despite our efforts to control emissions, significant volumes of CO 2 , a GHG, are emitted in our carbon black manufacturing processes.
These could adversely affect our business, financial condition, results of operations and cash flows. Investors and other financial institutions are also focused on sustainability and climate change as it relates to their investment and financing decisions.
These laws and regulations could adversely affect our business, financial condition, results of operations and cash flows. Investors and other financial institutions are also focused on sustainability and climate change as it relates to their investment and financing decisions.
Some U.S. states have taken legal measures to reduce emissions of GHGs, primarily through the development of GHG emission inventories and/or regional or state GHG cap-and-trade programs. South Africa, where we have an operating plant, has adopted a CO 2 tax regime.
Some U.S. states 14 Table of Contents Orion S.A. have taken legal measures to reduce emissions of GHGs, primarily through the development of GHG emission inventories and/or regional or state GHG cap-and-trade programs. South Africa, where we have an operating plant, has adopted a CO 2 tax regime.
Our inability to source energy or quality raw materials like carbon black oil, including due to the Russia-Ukraine war, Hamas-Israel conflict and China’s relations with the U.S. and with the EU, or otherwise, in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows.
Our inability to source energy or quality raw materials like carbon black oil, including due to the Russia-Ukraine war, Middle East conflicts and China’s relations with the U.S. and with the EU, or otherwise, in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows.
Although we maintain certain raw material reserves, if any of these suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at all, or if we cannot source sufficient supply, we may be forced to incur higher costs to obtain the necessary raw materials and energy elsewhere.
Although we maintain certain raw material reserves, if any of these suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at all, or if we cannot source sufficient supply, we may be forced to incur higher costs to 10 Table of Contents Orion S.A. obtain the necessary raw materials and energy elsewhere.
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.
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 11 Table of Contents Orion S.A. company information and our financial reporting, and could lead to increased costs.
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.
In 2025, 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.
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.
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.
Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, Hamas-Israel conflict and the growing geopolitical tension between China and Taiwan.
Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, ongoing geopolitical tension in the Middle East and the growing tension between China and Taiwan.
If we are unable to respond successfully to changing competitive conditions, the demand for our products could be adversely affected which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to respond successfully to changing competitive conditions, the 9 Table of Contents Orion S.A. demand for our products could be adversely affected which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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.
For example, a shift in tire production from a higher cost region (such as 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.
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 11 Table of Contents Orion S.A. and operations.
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.
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, 10 Table of Contents Orion S.A. depending on the segment served.
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. 9 Table of Contents Orion S.A.
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.
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.
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 Middle East conflicts or any escalation thereof could adversely impact our margins.
Our ability to complete capacity expansions and consolidations as planned, including capacity conversions from Rubber Carbon Black to Specialty Carbon Black and vice versa, and other site development projects, including those associated with yield efficiency improvements or emission controls, may be delayed, interrupted, or otherwise limited by the need to obtain environmental and other regulatory approvals, unexpected cost increases, availability of labor and materials, unforeseen hazards such as weather or health conditions, and other risks associated with construction projects.
Our ability to complete capacity expansions and consolidations as planned, including capacity conversions from Rubber Carbon Black to Specialty Carbon Black and vice versa, and other capital investments, such as site development projects, including those associated with yield efficiency improvements or emission controls, have in the past been and may in the future be delayed, interrupted, or otherwise limited by the need to obtain environmental and other regulatory approvals, unexpected cost increases, changes in end-use markets, availability of labor and materials, unforeseen hazards such as weather or health conditions, and other risks associated with construction projects.
See “ 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.
See “ Negative or uncertain worldwide economic conditions may result in business volatility and may adversely impact our business, financial condition, results of operations and cash flows ” and “ Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, ongoing geopolitical tension in the Middle East and the growing tension between China and Taiwan ” This could have an adverse impact on our business, financial condition, results of operations and cash flows.
Plant capacity expansions and site development projects may be delayed, cost more than anticipated and/or may not achieve the expected benefits.
Plant capacity expansions and capital investments such as site development projects may be delayed, cost more than anticipated and/or may not achieve the expected benefits.
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. 13 Table of Contents Orion S.A.
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.
The extent or length of any adverse effects of the war in Ukraine or the Hamas-Israel conflict on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.
The extent or length of any adverse effects of the war in Ukraine or the Middle East conflicts on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.
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.
Global and regional economic downturns have in the past, and may in the future, reduce demand or pricing for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business, 8 Table of Contents Orion S.A. financial condition, results of operations and cash flows.
The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the conflict between Hamas and Israel, could further disrupt the availability of crude oil and natural gas supplies.
The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the ongoing geopolitical tension in the Middle East, could further disrupt the availability of crude oil and natural gas supplies.
For instance, the EU has enacted GHG legislation and continues to expand the scope of such legislation. The EPA has promulgated regulations applicable to operations involving GHG above certain thresholds, and the United States and certain states within the United States have enacted, or are considering, limitations on GHG emissions.
The EPA has promulgated regulations applicable to operations involving GHG above certain thresholds, and the United States and certain states within the United States have enacted, or are considering, limitations on GHG emissions.
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 12 Table of Contents Orion S.A. predict.
The continuation or escalation of events like the war in Russia-Ukraine war or the Middle East conflicts 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.
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.
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. 15 Table of Contents Orion S.A.
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.
Further changes and uncertainty in the geopolitical environment or government policy, including actual or threatened measures such as tariffs, counter-tariffs and other trade barriers, 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.
Alternative materials, procedures or technologies may be developed, or existing ones may be improved and may replace those currently offered in the carbon black industry.
Increased substitution and competition from precipitated silica producers could adversely affect our business, financial condition, results of operations and cash flows. Alternative materials, procedures or technologies may be developed, or existing ones may be improved and may replace those currently offered in the carbon black industry.
In these cases, authorities could impose fines, and the Company could be required to rectify any damage which occurs in or outside of our fence lines. Environmental and safety regulations are subject to frequent change, as are the priorities of those who enforce them, and we could incur substantial costs to comply with current or future laws and regulations.
In these cases, authorities could impose fines, and the Company could be required to rectify any damage which occurs in or outside of our fence lines.
Increased substitution and competition from precipitated silica producers could adversely affect our business, 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.
The impacts of war and other geopolitical events, including but not limited to the war in Ukraine and the Hamas-Israel conflict, the growing geopolitical tensions between China and Taiwan, are difficult to predict. For example, the conflict in Ukraine has previously caused, and may continue to cause, volatility in crude oil and natural gas prices.
The impacts of war and other geopolitical events, including but not limited to the war in Ukraine and ongoing geopolitical tension in the Middle East, the growing tension between China and Taiwan, are difficult to predict.
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.
Such regulations have in the past included, and may in the future include, laws and rules designed to reduce emissions of GHG, SO2, NOx, particulate matter and other air pollutants. For instance, the EU has enacted GHG legislation and continues to expand the scope of such legislation.
Removed
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.
Added
For example, the conflict in Ukraine has previously 12 Table of Contents Orion S.A. caused, and may continue to cause, volatility in crude oil and natural gas prices.
Removed
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.
Added
Environmental and safety regulations are subject to frequent change, as are the priorities of those who enforce them, and we could incur substantial costs to comply with current or future laws and regulations, particularly if these regulations change rapidly or require us to 13 Table of Contents Orion S.A. comply with multiple, diverging sets of requirements in the different jurisdictions in which we operate.
Added
The global trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment, although certain governments, including the current U.S. Administration, are engaging in efforts to reduce climate-related regulations in various jurisdictions in which we operate.
Added
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

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Biggest changeThe Board also considers cybersecurity topics including risk mitigation on a regular basis. We believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date. Our Risk Factors include further details about the material cybersecurity risks we face.
Biggest changeThe Board also considers cybersecurity topics including risk mitigation on a regular basis. Our Risk Factors include further details about the material cybersecurity risks we face. See Item 1A., Risk Factors, above. 21 Table of Contents Orion S.A.
We continually develop solutions to mitigate the impact of cyber risks from external actors cyber activity, including via portals for potential and current partners with capability to report suspected phishing. Furthermore, we have a risk assessment procedure that identifies and examines cyber risks by taking into account their impact and the likelihood of them being exploited.
We continually develop solutions to mitigate the impact of cyber risks from external actors cyber activity, including via portals for potential and current partners with capability to report suspected phishing. Furthermore, we have a risk assessment procedure that identifies and examines cyber risks by considering their impact and the likelihood of them being exploited.
Removed
See Item 1A., Risk Factors, above. 21 Table of Contents Orion S.A.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe map provides an overview of the geographical footprint of our production network as of December 31, 2024:
Biggest changeThe map provides an overview of the geographical footprint of our production network as of December 31, 2025:

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 22 PART II 23 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. Reserved 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 22 PART II 23 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. Reserved 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed7 unchanged
Biggest changeThe 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
Biggest changeThe graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. 2020 2021 2022 2023 2024 2025 Orion S.A. $ 100.00 $ 107.12 $ 104.56 $ 163.36 $ 93.39 $ 31.52 S&P Smallcap 600 100.00 126.82 106.40 123.48 134.22 142.30 S&P Small Cap Chemicals Index 100.00 125.36 107.29 114.02 108.01 90.41
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 maximum number of shares of our Common stock that may yet be purchased is not necessarily an indication of the number shares of Common 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 shares of Common stock.
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.
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, 2025, we did not sell any equity securities that were not registered under the Securities Act.
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.
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, 2020. The graph assumes that $100 was invested on December 31, 2020 and any dividends paid were reinvested at the date of payment.
The 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 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, 2025 ”, elsewhere in this Annual Report.
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.
As of February 12, 2026, 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.
Removed
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.
Added
At December 31, 2025, about 3.3 million shares of Common stock can be repurchased under our current Stock Repurchase Program. 23 Table of Contents Orion S.A.

Item 7. Management's Discussion & Analysis

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

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Biggest changeOperating 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 .
Biggest changeOperating Result s 2025 Compared to 2024 Operating results for the periods discussed are as follows: Year Ended December 31, Year-Over-Year 2025 2024 Delta (In millions, except volume) % Volume (in kmt) 948.6 934.8 13.8 1.5% Net sales $ 1,806.7 $ 1,877.5 $ (70.8) (3.8)% Cost of sales 1,446.9 1,448.7 (1.8) (0.1)% Gross profit 359.8 428.8 (69.0) (16.1)% Selling, general and administrative expenses 230.7 237.8 (7.1) (3.0)% Research and development costs 27.5 27.1 0.4 1.5% Loss (recovery) due to misappropriation of assets, net (6.9) 59.3 (66.2) (111.6)% Goodwill impairment 80.8 — 80.8 —% Other expense (income), net 0.2 1.9 (1.7) (89.5)% Income from operations 27.5 102.7 (75.2) (73.2)% Interest and other financial expense, net 62.3 49.4 12.9 26.1% Income (loss) before earnings in affiliated companies and income taxes (34.8) 53.3 (88.1) (165.3)% Income tax expense 35.8 9.7 26.1 269.1% Earnings in affiliated companies, net of tax 0.5 0.6 (0.1) (16.7)% Net income (loss) (70.1) 44.2 (114.3) (258.6)% Other comprehensive loss, net of tax Foreign currency translation adjustments (4.5) (24.3) 19.8 (81.5)% Net losses on derivatives (3.2) (5.3) 2.1 (39.6)% Defined benefit plans, net 5.3 (0.4) 5.7 (1425.0)% Other comprehensive loss (2.4) (30.0) 27.6 (92.0)% Comprehensive income (loss) $ (72.5) $ 14.2 $ (86.7) (610.6)% Net sales Volume increased marginally by 13.8 kmt, or 1.5%, year-over-year to 948.6 kmt, primarily due to higher Rubber Carbon Black segment volume, partially offset by lower Specialty Carbon Black segment volume .
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.
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 metrics 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.
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.
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 2025 and 2024. For discussions on year-to-year comparison between 2024 and 2023 refer to Part II, Item 7.
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.
Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the C hief 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.
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.
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, 2025 and 2024, and should be read in conjunction with the information included under Item 1. Business and Item 8.
ACCOUNTING AND REPORTING CHANGES For a discussion of the potential impact of new accounting pronouncements on our Consolidated Financial Statements, see Note B. Recent Accounting Pronouncements to the accompanying Consolidated Financial Statements. 31 Table of Contents Orion S.A
ACCOUNTING AND REPORTING CHANGES For a discussion of the potential impact of new accounting pronouncements on our Consolidated Financial Statements, see Note B. Recent Accounting Pronouncements to the accompanying Consolidated Financial Statements. 32 Table of Contents Orion S.A
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 ”).
Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report in Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on February 19, 2025 (the “ Prior Annual Report ”).
Leases 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.
Leases to the accompanying Consolidated Financial Statements. 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.
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.
For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below. These non-GAAP measures include, but are not limited to, Adjusted EBITDA, Net Working Capital and Capital Expenditures.
Further changes to these valuation allowances may impact our future provision for income taxes, which will include no tax benefit with respect to losses incurred and no tax expense with respect to income generated in these countries until the respective valuation allowance is eliminated.
Further changes to these valuation allowances may impact our future provision for income taxes, which will include no tax benefit with respect to 31 Table of Contents Orion S.A losses incurred and no tax expense with respect to income generated in these countries until the respective valuation allowance is eliminated.
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.
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 decreased to $293.9 million as of December 31, 2025 compared to $346.1 million as of December 31, 2024.
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.
Loss (recovery) 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. In addition, we incurred $3.6 million of professional fees in connection with our investigations.
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.
The components of Net Working Capital at December 31, are as follows: 2025 2024 (In millions) Inventories, net $ 277.3 $ 290.4 Accounts receivable, net 213.6 211.9 Accounts payable (197.0) (156.2) Net working capital $ 293.9 $ 346.1 Our Net Working Capital position can vary significantly due to fluctuations in oil prices and receipts of carbon black oil shipments.
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.
We define: • EBITDA —Income from operations before depreciation and amortization. • Adjusted EBITDA —Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss (recovery) due to misappropriation of assets, net, Goodwill impairment, etc.) plus Earnings in affiliated companies, net of tax. • Segment Gross Profit —Segment Net sales minus segment Cost of sales. • Net Working Capital —Inventories, net plus Accounts receivable, net minus Accounts payable. • Capital Expenditures —Cash paid for the acquisition of property, plant and equipment. • Free Cash Flow— Net cash provided by operating activities less Net cash used in investing activities.
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.
For more information on contractual obligations, refer to “ Note Q. Commitments and Contingencies ” to the accompanying Consolidated Financial Statements. 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.
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.
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.
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.
See Note J. Debt and Other Obligations to our accompanying Consolidated Financial Statements for further discussion. 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.
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.
Liquidity and Capital Resources 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 RCF and related ancillary facilities, uncommitted local credit lines and, from time to time, term loan borrowings and Accounts receivable factoring.
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.
Net sales of the Specialty Carbon Black segment decreased by $27.8 million, or 4.3%, from $646.3 million in 2024 to $618.5 million in 2025. The net sales decrease in 2025 was primarily due to the pass-through effect of lower oil prices and lower volume, partially offset by a favorable foreign exchange rate impact.
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.
We believe our anticipated future operating cash flow, the capacity under our existing credit facilities, 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. 29 Table of Contents Orion S.A As of December 31, 2025, the Company had liquidity of $253.7 million, including cash and equivalents of $60.7 million and $193.0 million in availability remaining under our committed RCF, including ancillary lines.
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.
This segment accounted for 34.2% of our total revenue, 37.7% of total Adjusted EBITDA and 24.6% of our total volume in 2025. • Rubber Carbon Black Segment —Adjusted EBITDA was $154.5 million.
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.
This segment accounted for 65.8% of our total revenue, 62.3% of total Adjusted EBITDA and 75.4% of our total volume in 2025. 28 Table of Contents Orion S.A Specialty Carbon Black Year Ended December 31, Year-Over-Year 2025 2024 Delta (In millions, unless otherwise indicated) % Volume (kmt) 233.8 245.8 (12.0) (4.9) % Net sales $ 618.5 $ 646.3 $ (27.8) (4.3) % Cost of sales 477.7 494.4 (16.7) (3.4) % Gross profit $ 140.8 $ 151.9 $ (11.1) (7.3) % Adjusted EBITDA $ 93.5 $ 108.1 $ (14.6) (13.5) % Specialty Carbon Black segment volume decreased by 12.0 kmt, or 4.9%, from 245.8 kmt in 2024 to 233.8 kmt in 2025, primarily driven by lower demand across all regions.
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.
The decrease was primarily driven by the pass-through effect of lower oil prices and unfavorable price and regional customer mix, partially offset by higher volume. Adjusted EBITDA of the Rubber Carbon Black segment decreased by $39.6 million, or 20.4%, from $194.1 million in 2024 to $154.5 million in 2025.
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.
Net sales decreased by $70.8 million, or 3.8%, from $1,877.5 million in 2024 to $1,806.7 million in 2025, driven primarily by the pass-through effect of lower oil prices, partially offset by higher volume in the Rubber Carbon Black segment and a favorable foreign exchange rate impact. 25 Table of Contents Orion S.A Cost of sales Cost of sales decreased marginally by $1.8 million, or 0.1%, from $1,448.7 million in 2024 to $1,446.9 million in 2025.
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.
The 2025 effective tax rate was particularly impacted by: • the $18.5 million tax effect from the non-tax deductible goodwill impairment charge, and • valuation allowances of $10.6 million. For further details, see Note P. Income Taxes in Item 8. Financial Statements and Supplementary Data, to the accompanying Consolidated Financial Statements.
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.
The decrease was primarily due to the pass-through effect of lower oil prices, partially offset by higher volume and a favorable foreign exchange rate impact. Gross profit of the Rubber Carbon Black segment decreased by $57.9 million, or 20.9%, from $276.9 million in 2024 to $219.0 million in 2025.
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.
Year Ended December 31, 2025 2024 (In millions) 1 Net cash provided by operating activities $ 215.8 $ 125.3 2 Net cash used in investing activities (161.0) (206.7) 3 Net cash provided by (used in) financing activities (41.2) 89.3 Free Cash Flow (1) (1-2) 54.8 (81.4) (1) Free Cash Flow 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 Free Cash Flow. 2025 Operating Activities— Cash provided by operating activities primarily reflected our Net income, adjusted for non-cash items and changes in working capital.
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.
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.
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.
In 2025, our net sales were $1,806.7 million, sales volume was 948.6 kmt, net loss was $70.1 million, and Adjusted EBITDA was $248.0 million. • Specialty Carbon Black Segment —Adjusted EBITDA was $93.5 million.
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.
In 2026, we will repay $16.1 million of long-term debt from cash in hand and cash generated by operating activities. For more information on Debt, refer to Note J. 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.
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.
During 2025, we recovered $9.2 million (€7.9 million) and incurred $2.3 million of professional fees, which was reported in Loss (recovery) due to misappropriation of assets, net in our Consolidated Statements of Operations. For more information, refer to Note Q. Commitments and Contingencies to the Consolidated Financial Statements.
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.
Gross profit of the Specialty Carbon Black segment decreased by $11.1 million, or 7.3%, from $151.9 million in 2024 to $140.8 million in 2025. Adjusted EBITDA of the Specialty Carbon Black segment decreased by $14.6 million, or 13.5%, from $108.1 million in 2024 to $93.5 million in 2025.
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.
The increase was primarily due to higher demand in the Americas and Asia Pacific regions, partially offset by lower demand in Europe, Middle East and Africa region. Net sales of the Rubber Carbon Black segment decreased by $43.0 million, or 3.5%, from $1,231.2 million in 2024 to $1,188.2 million in 2025.
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.
The 2025 effective income tax rate was (104.4)% compared with 18.0% in 2024. The increase in the effective tax rate was mainly driven by the negative tax effects from the goodwill impairment and valuation allowances. Those were partially offset by US tax refunds and tax-free income.
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.
Net cash provided by operating activities in 2025 included $6.9 million partial recovery related to 2024 loss due to misappropriation of assets, net. Investing Activities— Cash used by investing activities amounted to $161.0 million. The expenditures were primarily related to maintenance and growth investments, including $66.9 million related to construction of the facility in La Porte, Texas.
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.
Comprehensive income (loss) 2025 vs 2024 ―Comprehensive income (loss) decreased by $86.7 million, from Comprehensive income of $14.2 million to Comprehensive loss of $72.5 million, primarily due to a decrease in Net income.
Liquidity and Capital Resources Historical Cash Flows The table below presents cash flows derived from our Consolidated Financial Statements.
Cash Flows Cash and cash equivalents increased $9.4 million to $60.7 million as of December 31, 2025 compared to December 31, 2024. The table below presents cash flows and Free Cash Flow derived from our Consolidated Financial Statements.
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.
Selling, general and administrative expenses Selling, general and administrative expenses decreased by $7.1 million, or 3.0%, from $237.8 million in 2024 to $230.7 million in 2025 driven primarily by impact of cost saving measures initiated by us and lower distribution costs. Those were partially offset by unfavorable foreign exchange rate impact.
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.
To mitigate energy-related cost volatility risks, we have incorporated, where possible, raw material and regulatory cost pass-through provisions in our supply agreements, and we are continually focused on diversifying our global feedstocks sources. Revolving credit facility —In February 2026, we entered into the Fifteenth Amendment to the Credit Agreement, which amended and restated our revolving credit facility (the “RCF”).
Removed
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
Gross profit Gross profit decreased by $69.0 million or 16.1%, from $428.8 million in 2024 to $359.8 million in 2025. The decrease was primarily driven by unfavorable product and regional mix, contractual price and unfavorable timing from the pass-through effect of raw material costs.
Removed
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
Goodwill impairment During the third quarter of 2025, we experienced a significant decrease in the trading price of our Common stock. In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have indirectly impacted our demand in core Western markets and our overall profitability.
Removed
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
In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix. We performed quantitative impairment assessments for each of our two reporting units as of September 30, 2025.
Removed
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
Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million, which impaired all of our existing goodwill. For more information, refer to Note H. Goodwill and Intangible Assets to the Consolidated Financial Statements. Income tax expense Income tax expense was $35.8 million and $9.7 million in 2025 and 2024, respectively.
Removed
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
The activities from the remaining components of Comprehensive income are discussed below. • $19.8 million favorable foreign currency translation adjustments due to weakening of U.S. dollar versus euro, • $5.7 million related to net favorable fair value changes in defined pension and other post-retirement benefits and • $2.1 million related to net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps. 26 Table of Contents Orion S.A General Economic Conditions, Cyclicality and Seasonality We believe carbon black feedstock and production costs are or may be influenced by a variety of geopolitical developments and macroeconomic considerations, including but not limited to the current U.S. administration’s evolving tariff policy, the European Union’s (“EU”) climate policies, the result of the EU’s anti-dumping investigation into Chinese tire imports, market prices of carbon emission certificates (“CO 2 ”) in the EU, and the ongoing Russian-Ukraine war.
Removed
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
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. 27 Table of Contents Orion S.A Reconciliation of Non-GAAP Financial Measures The following table presents a Reconciliation of Net income (loss) to Adjusted EBITDA : Year Ended December 31, Year-Over-Year 2025 2024 Delta (In millions) % Net income (loss) $ (70.1) $ 44.2 $ (114.3) (258.6) % Add back Income tax expense 35.8 9.7 26.1 269.1 % Add back Equity in earnings of affiliated companies, net of tax (0.5) (0.6) 0.1 (16.7) % Income (loss) before earnings in affiliated companies and income taxes (34.8) 53.3 (88.1) (165.3) % Add back Interest and other financial expense, net 62.3 49.4 12.9 26.1 % Income from operations 27.5 102.7 (75.2) (73.2) % Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 131.9 125.3 6.6 5.3 % EBITDA 159.4 228.0 (68.6) (30.1) % Equity in earnings of affiliated companies, net of tax 0.5 0.6 (0.1) (16.7) % Loss (recovery) due to misappropriation of assets, net Misappropriation of assets, net (9.2) 55.7 (64.9) (116.5) % Professional fees related to misappropriation of assets 2.3 3.6 (1.3) (36.1) % Goodwill impairment 80.8 — 80.8 — % Long term incentive plan 13.6 15.3 (1.7) (11.1) % Other adjustments 0.6 (1.0) 1.6 (160.0) % Adjusted EBITDA $ 248.0 $ 302.2 $ (54.2) (17.9) % Specialty Carbon Black Adjusted EBITDA $ 93.5 $ 108.1 $ (14.6) (13.5) % Rubber Carbon Black Adjusted EBITDA $ 154.5 $ 194.1 $ (39.6) (20.4) % Adjusted EBITDA (A Non-GAAP Financial Measure) Adjusted EBITDA decreased by $54.2 million, or 17.9%, from $302.2 million in 2024 to $248.0 million in 2025.
Removed
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 due to lower volume in the Specialty Carbon Black segment, unfavorable customer and regional mix in the Rubber Carbon Black segment and unfavorable timing from the pass-through effect of raw material costs. Segment Discussion Our business operations are managed through two operating segments—Specialty Carbon Black and Rubber Carbon Black.
Removed
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
We use Segment Adjusted EBITDA as a measure of segment performance and profitability. Overview In 2025, our Rubber Carbon Black (“RCB”) reporting segment experienced softer demand in core Western markets, as key tire making customers reduced production rates because they were impacted by elevated levels of typically low value tire imports from Asia.
Removed
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
Our Specialty Carbon Black segment results, including demand and mix, were impacted by persistently soft global industrial economies, coupled with broad uncertainty related to global trade, tariffs and regulatory matters.
Removed
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
The decrease was primarily due to lower demand across all regions, partially offset by favorable product mix.
Removed
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
Rubber Carbon Black Year Ended December 31, Year-Over-Year 2025 2024 Delta (In millions, unless otherwise indicated) % Volume (kmt) 714.8 689.0 25.8 3.7 % Net sales $ 1,188.2 $ 1,231.2 $ (43.0) (3.5) % Cost of sales 969.2 954.3 14.9 1.6 % Gross profit $ 219.0 $ 276.9 $ (57.9) (20.9) % Adjusted EBITDA $ 154.5 $ 194.1 $ (39.6) (20.4) % Volume of the Rubber Carbon Black segment increased by 25.8 kmt, or 3.7%, from 689.0 kmt in 2024 to 714.8 kmt in 2025.
Removed
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
The decrease was primarily due to unfavorable customer and regional mix as well as the unfavorable impact from the pass-through effect of raw material costs. Those were partially offset by higher volume.
Removed
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
Financing Activities— Net cash used in financing activities was $41.2 million. These outflows primarily consisted of $24.8 million repurchases of our Common stock, $8.9 million of scheduled debt repayments, $4.7 million dividend distributions and $4.6 million related to cash paid for refinancing our RCF. See Note J.
Removed
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
Debt and Other Obligations to the accompanying Consolidated Financial Statements for further information regarding the Company’s indebtedness. 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.
Removed
Those were partially offset by scheduled debt repayments, dividend distributions and repurchase of shares of Common stock. See Note J.
Added
The primary working capital change drivers, year over year, were as follows: • Inventory —Decrease in inventory was primarily due to year-end destocking activity, and • Accounts payable —Increase in accounts payable was primarily due to timing of payments.
Removed
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
Those were partially offset by: • Accounts receivable, net —Change in working capital includes $456.3 million sale of certain Accounts receivables, discussed in Note C.
Removed
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
Accounts Receivable to the accompanying Consolidated Financial Statements for further information on the factoring agreement. 30 Table of Contents Orion S.A Capital Requirements Capital Expenditures —We define Capital Expenditures as cash paid for the acquisition of property, plant and equipment. We plan to finance our capital expenditures with cash generated by our operating activities and or utilizing existing debt capacity.
Removed
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 do not plan to make any other capital expenditures outside the ordinary course of our business. In 2025 December, we adjusted the construction timeline of the La Porte facility to better reflect end market conditions, including a protracted domestic adoption rate of electric vehicles. For further discussion refer to Note F.
Removed
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
Property, Plant and Equipment to the accompanying Consolidated Financial Statements. Debt and Other Obligations —Our gross debt balance as of December 31, 2025 was $981.9 million, an increase of $73.2 million compared to December 31, 2024, primarily due to weakening of U.S. dollar versus the euro.
Removed
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

10 edited+0 added−1 removed11 unchanged
Biggest changeTo 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.
Biggest changeOur policy is to maintain a balanced position in foreign currencies to minimize exchange gains and losses arising from changes in exchange rates. 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.
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. We believe that our contracts enable us to generally maintain our Segment margins. 33 Table of Contents Orion S.A
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. We believe that our contracts enable us to generally maintain our Segment margins. 34 Table of Contents Orion S.A
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.
Interest and other financial expense, net, in the Consolidated Statements of Operations reflected net exchange rate foreign currency losses of $6.9 million, $1.6 million and $4.0 million in 2025, 2024, and 2023, 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.
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.
At December 31, 2025, 2024, and 2023, 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 $12.5 million, $5.2 million and $2.8 million, respectively.
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.
The effect of this hypothetical change in the interest rate of the variable rate loan to our Consolidated Statements of Operations, Income (loss) before earnings in affiliated companies and income taxes (“income before taxes” in this section) is as follows: December 31, 2025 Increase by 0.50% Decrease by 0.50% In millions (Increase) decrease in interest expense $ (5.4) $ 5.4 (Increase) decrease in total comprehensive income before taxes 5.4 (5.4) Foreign Currency Risk A significant portion of our reporting entities use the euro as their functional currency.
The sensitivity analysis assumes that the hypothetical interest rate was valid and that our Revolving credit facility was utilized in the full amount over the course of the entire year.
The sensitivity analysis assumes that the hypothetical interest rate was valid and that our RCF was utilized in the full amount over the course of the entire year.
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.
It shows the change resulting from a hypothetical fluctuation of 50 basis points (0.50%) in the three-month EURIBOR and the USD Term Secured Overnight Financing Rate (“SOFR”) 3M + CAS (Credit Adjustment Spread) as of December 31, 2025, assuming that all other variables remain unchanged.
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.
A fluctuation of the euro/U.S. dollar exchange rate of 10% as of December 31, 2025, with other conditions remaining unchanged, would have the following effect on our Income (loss) before earnings in affiliated companies and income taxes: December 31, 2025 Value of the U.S. dollar in relation to the euro (1) Increase by 10% Decrease by 10% In millions FX gain (loss) in financial result $ 8.2 $ (10.0) (1) As of December 31, 2025: €1 = $1.175 (U.S.).
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.
We maintain risk management control practices to monitor foreign currency risk attributable to our intercompany and third party outstanding foreign currency balances. These practices involve the centralization of our exposure to underlying currencies that are not 33 Table of Contents Orion S.A subject to central bank and/or country specific restrictions.
This results in an exposure to foreign currency risk, including, but not limited to, third party and intercompany receivables and payables and intercompany loans. Our policy is to maintain a balanced position in foreign currencies to minimize exchange gains and losses arising from changes in exchange rates.
Some of our operations enter into transactions that are not denominated in their functional currency. This results in an exposure to foreign currency risk, including, but not limited to, third party and intercompany receivables and payables and intercompany loans.
Removed
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.

Other OEC 10-K year-over-year comparisons